Reserve Account. (a) There shall be established in the name of and maintained with the Indenture Trustee for the benefit of the Noteholders an Eligible Deposit Account known as the Ally Auto Receivables Trust 2017-5 Reserve Account (the “Reserve Account”) to include the money and other property deposited and held therein pursuant to this Section 4.07(a) and Section 4.06(c). On the Closing Date, the Depositor shall cause the purchaser of the Notes to transfer an amount equal to the Reserve Account Deposit in immediately available funds into the Reserve Account. The Reserve Account shall constitute property of the Issuing Entity. (b) If the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits therein or withdrawals therefrom on such Distribution Date) exceeds the Specified Reserve Account Balance for such Distribution Date, the Servicer shall instruct the Indenture Trustee to distribute an amount equal to any such excess to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis); it being understood that no such distribution from the Reserve Account shall be made to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis) unless the amount so on deposit in the Reserve Account exceeds such Specified Reserve Account Balance. (c) [Reserved]. (d) Each of the Depositor and Servicer agrees to take or cause to be taken such further actions, to execute, deliver and file or cause to be authorized and executed, as applicable, delivered and filed such further documents and instruments (including any UCC financing statements or this Agreement) as may be determined to be necessary, in an Opinion of Counsel to the Depositor delivered to the Indenture Trustee, in order to perfect the interests created by this Section 4.07 and otherwise fully to effectuate the purposes, terms and conditions of this Section 4.07. The Depositor shall: (i) promptly authorize or execute, as applicable, deliver and file any financing statements, amendments, continuation statements, assignments, certificates and other documents with respect to such interests and perform all such other acts as may be necessary in order to perfect or to maintain the perfection of the Indenture Trustee’s security interest; and (ii) make the necessary filings of financing statements or amendments thereto within thirty (30) days after the occurrence of any of the following: (A) any change in its entity name or any trade names, (B) any change in the location of its chief executive office or principal place of business or any change in its jurisdiction of formation, (C) any merger or consolidation or other change in its identity or structure and (D) any other change or occurrence that would make any financing statement or amendment thereto seriously misleading within the meaning of the UCC; and shall promptly notify the Indenture Trustee of any such filings.
Appears in 3 contracts
Samples: Servicing Agreement, Servicing Agreement (Ally Auto Receivables Trust 2017-5), Servicing Agreement (Ally Auto Receivables Trust 2017-5)
Reserve Account. (a) There shall be established in the name of and maintained with the Indenture Trustee for the benefit of the Noteholders an Eligible Deposit Account known as the Ally Capital Auto Receivables Asset Trust 20172016-5 2 Reserve Account (the “Reserve Account”) to include the money and other property deposited and held therein pursuant to this Section 4.07(a) and Section 4.06(c). On the Closing Date, the Depositor shall cause the purchaser of the Notes to transfer an amount equal to deposit the Reserve Account Initial Deposit in immediately available funds into the Reserve Account. The Reserve Account shall constitute property of the Issuing Entity.
(b) If the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits therein or withdrawals therefrom on such Distribution Date) exceeds the Specified Reserve Account Balance for such Distribution Date, the Servicer shall instruct the Indenture Trustee to distribute an amount equal to any such excess to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis); it being understood that no such distribution from the Reserve Account shall be made to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis) unless the amount so on deposit in the Reserve Account exceeds such Specified Reserve Account Balance.
(c) [Reserved].
(d) Each of the Depositor and Servicer agrees to take or cause to be taken such further actions, to execute, deliver and file or cause to be authorized and or executed, as applicable, delivered and filed such further documents and instruments (including any UCC financing statements or this Agreement) as may be determined to be necessary, in an Opinion of Counsel to the Depositor delivered to the Indenture Trustee, in order to perfect the interests created by this Section 4.07 and otherwise fully to effectuate the purposes, terms and conditions of this Section 4.07. The Depositor shall:
(i) promptly authorize or execute, as applicable, deliver and file any financing statements, amendments, continuation statements, assignments, certificates and other documents with respect to such interests and perform all such other acts as may be necessary in order to perfect or to maintain the perfection of the Indenture Trustee’s security interest; and
(ii) make the necessary filings of financing statements or amendments thereto within thirty (30) days after the occurrence of any of the following: (A) any change in its entity name or any trade names, (B) any change in the location of its chief executive office or principal place of business or any change in its jurisdiction of formation, (C) any merger or consolidation or other change in its identity or structure and (D) any other change or occurrence that would make any financing statement or amendment thereto seriously misleading within the meaning of the UCC; and shall promptly notify the Indenture Trustee of any such filings.
Appears in 3 contracts
Samples: Trust Sale and Servicing Agreement, Trust Sale and Servicing Agreement (Capital Auto Receivables Asset Trust 2016-2), Trust Sale and Servicing Agreement (Capital Auto Receivables Asset Trust 2016-2)
Reserve Account. (a) There shall be established in the name of and maintained with the Indenture Trustee for the benefit of the Noteholders an Eligible Deposit Account known as the Ally Auto Receivables Trust 20172012-5 1 Reserve Account (the “Reserve Account”) to include the money and other property deposited and held therein pursuant to this Section 4.07(a) and Section 4.06(c). On the Closing Date, the Depositor shall cause the purchaser of the Notes to transfer an amount equal to the Reserve Account Deposit in immediately available funds into the Reserve Account. The Reserve Account shall constitute property of the Issuing Entity.
(b) If the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits therein or withdrawals therefrom on such Distribution Date) exceeds the Specified Reserve Account Balance for such Distribution Date, the Servicer shall instruct the Indenture Trustee to distribute an amount equal to any such excess to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis)Certificateholder; it being understood that no such distribution from the Reserve Account shall be made to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis) Certificateholder unless the amount so on deposit in the Reserve Account exceeds such Specified Reserve Account Balance.
(c) [Reserved].
(d) Each of the Depositor and Servicer agrees to take or cause to be taken such further actions, to execute, deliver and file or cause to be authorized and executed, as applicable, delivered and filed such further documents and instruments (including any UCC financing statements or this Agreement) as may be determined to be necessary, in an Opinion of Counsel to the Depositor delivered to the Indenture Trustee, in order to perfect the interests created by this Section 4.07 and otherwise fully to effectuate the purposes, terms and conditions of this Section 4.07. The Depositor shall:
(i) promptly authorize or execute, as applicable, deliver and file any financing statements, amendments, continuation statements, assignments, certificates and other documents with respect to such interests and perform all such other acts as may be necessary in order to perfect or to maintain the perfection of the Indenture Trustee’s security interest; and
(ii) make the necessary filings of financing statements or amendments thereto within thirty (30) days after the occurrence of any of the following: (A) any change in its entity name or any trade names, (B) any change in the location of its chief executive office or principal place of business or any change in its jurisdiction of formation, (C) any merger or consolidation or other change in its identity or structure and (D) any other change or occurrence that would make any financing statement or amendment thereto seriously misleading within the meaning of the UCC; and shall promptly notify the Indenture Trustee of any such filings.
Appears in 2 contracts
Samples: Servicing Agreement (Ally Auto Receivables Trust 2012-1), Servicing Agreement (Ally Auto Receivables Trust 2012-1)
Reserve Account. (a) There shall be established in the name of and maintained with the Indenture Trustee for the benefit of the Noteholders an Eligible Deposit Account known as the Ally Capital Auto Receivables Asset Trust 20172013-5 1 Reserve Account (the “Reserve Account”) to include the money and other property deposited and held therein pursuant to this Section 4.07(a), Section 4.06(c) and Section 4.06(c4.06(d). On the Initial Closing Date, the Depositor shall cause the purchaser of the Notes to transfer an amount equal to deposit the Reserve Account Initial Deposit in immediately available funds into the Reserve Account. The Reserve Account shall constitute property of the Issuing Entity.
(b) If the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits therein or withdrawals therefrom on such Distribution Date) exceeds the Specified Reserve Account Balance for such Distribution Date, the Servicer shall instruct the Indenture Trustee to distribute an amount equal to any such excess to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis); it being understood that no such distribution from the Reserve Account shall be made to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis) unless the amount so on deposit in the Reserve Account exceeds such Specified Reserve Account Balance.
(c) [Reserved]The Depositor, at its option, shall be entitled to make deposits into the Reserve Account; provided, that the aggregate amount of such deposits shall not exceed 5.0% of the Initial Aggregate Receivables Principal Balance.
(d) Each of the Depositor and Servicer agrees to take or cause to be taken such further actions, to execute, deliver and file or cause to be authorized and executed, as applicable, delivered and filed such further documents and instruments (including any UCC financing statements or this Agreement) as may be determined to be necessary, in an Opinion of Counsel to the Depositor delivered to the Indenture Trustee, in order to perfect the interests created by this Section 4.07 and otherwise fully to effectuate the purposes, terms and conditions of this Section 4.07. The Depositor shall:
(i) promptly authorize or execute, as applicable, deliver and file any financing statements, amendments, continuation statements, assignments, certificates and other documents with respect to such interests and perform all such other acts as may be necessary in order to perfect or to maintain the perfection of the Indenture Trustee’s security interest; and
(ii) make the necessary filings of financing statements or amendments thereto within thirty (30) days after the occurrence of any of the following: (A) any change in its entity name or any trade names, (B) any change in the location of its chief executive office or principal place of business or any change in its jurisdiction of formation, (C) any merger or consolidation or other change in its identity or structure and (D) any other change or occurrence that would make any financing statement or amendment thereto seriously misleading within the meaning of the UCC; and shall promptly notify the Indenture Trustee of any such filings.
Appears in 2 contracts
Samples: Trust Sale and Servicing Agreement (Capital Auto Receivables Asset Trust 2013-1), Trust Sale and Servicing Agreement (Capital Auto Receivables Asset Trust 2013-1)
Reserve Account. (a) There shall be established in the name of and maintained with the Indenture Trustee for the benefit of the Noteholders an Eligible Deposit Account known as the Ally Auto Receivables Trust 20172011-5 1 Reserve Account (the “Reserve Account”) to include the money and other property deposited and held therein pursuant to this Section 4.07(a) and Section 4.06(c). On the Closing Date, the Depositor shall cause the purchaser of the Notes to transfer an amount equal to the Reserve Account Deposit in immediately available funds into the Reserve Account. The Reserve Account shall constitute property of the Issuing Entity.
(b) If the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits therein or withdrawals therefrom on such Distribution Date) exceeds the Specified Reserve Account Balance for such Distribution Date, the Servicer shall instruct the Indenture Trustee to distribute an amount equal to any such excess to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis)Certificateholder; it being understood that no such distribution from the Reserve Account shall be made to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis) Certificateholder unless the amount so on deposit in the Reserve Account exceeds such Specified Reserve Account Balance.
(c) [Reserved].
(d) Each of the Depositor and Servicer agrees to take or cause to be taken such further actions, to execute, deliver and file or cause to be authorized and executed, as applicable, delivered and filed such further documents and instruments (including any UCC financing statements or this Agreement) as may be determined to be necessary, in an Opinion of Counsel to the Depositor delivered to the Indenture Trustee, in order to perfect the interests created by this Section 4.07 and otherwise fully to effectuate the purposes, terms and conditions of this Section 4.07. The Depositor shall:
(i) promptly authorize or execute, as applicable, deliver and file any financing statements, amendments, continuation statements, assignments, certificates and other documents with respect to such interests and perform all such other acts as may be necessary in order to perfect or to maintain the perfection of the Indenture Trustee’s security interest; and
(ii) make the necessary filings of financing statements or amendments thereto within thirty (30) days after the occurrence of any of the following: (A) any change in its entity name or any trade names, (B) any change in the location of its chief executive office or principal place of business or any change in its jurisdiction of formation, (C) any merger or consolidation or other change in its identity or structure and (D) any other change or occurrence that would make any financing statement or amendment thereto seriously misleading within the meaning of the UCC; and shall promptly notify the Indenture Trustee of any such filings.
Appears in 2 contracts
Samples: Servicing Agreement (Ally Auto Receivables Trust 2011-1), Servicing Agreement (Ally Auto Receivables Trust 2011-1)
Reserve Account. (a) There shall be established in the name of and maintained with the Indenture Trustee for the benefit of the Noteholders an Eligible Deposit Account known as the Ally Auto Receivables Trust 20172013-5 1 Reserve Account (the “Reserve Account”) to include the money and other property deposited and held therein pursuant to this Section 4.07(a) and Section 4.06(c). On the Closing Date, the Depositor shall cause the purchaser of the Notes to transfer an amount equal to the Reserve Account Deposit in immediately available funds into the Reserve Account. The Reserve Account shall constitute property of the Issuing Entity.
(b) If the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits therein or withdrawals therefrom on such Distribution Date) exceeds the Specified Reserve Account Balance for such Distribution Date, the Servicer shall instruct the Indenture Trustee to distribute an amount equal to any such excess to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis); it being understood that no such distribution from the Reserve Account shall be made to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis) unless the amount so on deposit in the Reserve Account exceeds such Specified Reserve Account Balance.
(c) [Reserved].
(d) Each of the Depositor and Servicer agrees to take or cause to be taken such further actions, to execute, deliver and file or cause to be authorized and executed, as applicable, delivered and filed such further documents and instruments (including any UCC financing statements or this Agreement) as may be determined to be necessary, in an Opinion of Counsel to the Depositor delivered to the Indenture Trustee, in order to perfect the interests created by this Section 4.07 and otherwise fully to effectuate the purposes, terms and conditions of this Section 4.07. The Depositor shall:
(i) promptly authorize or execute, as applicable, deliver and file any financing statements, amendments, continuation statements, assignments, certificates and other documents with respect to such interests and perform all such other acts as may be necessary in order to perfect or to maintain the perfection of the Indenture Trustee’s security interest; and
(ii) make the necessary filings of financing statements or amendments thereto within thirty (30) days after the occurrence of any of the following: (A) any change in its entity name or any trade names, (B) any change in the location of its chief executive office or principal place of business or any change in its jurisdiction of formation, (C) any merger or consolidation or other change in its identity or structure and (D) any other change or occurrence that would make any financing statement or amendment thereto seriously misleading within the meaning of the UCC; and shall promptly notify the Indenture Trustee of any such filings.
Appears in 2 contracts
Samples: Servicing Agreement (Ally Auto Receivables Trust 2013-1), Servicing Agreement (Ally Auto Receivables Trust 2013-1)
Reserve Account. (a) There shall be established in the name of and maintained with the Indenture Trustee for the benefit of the Noteholders an Eligible Deposit Account known as the Ally Auto Receivables Trust 20172012-5 4 Reserve Account (the “Reserve Account”) to include the money and other property deposited and held therein pursuant to this Section 4.07(a) and Section 4.06(c). On the Closing Date, the Depositor shall cause the purchaser of the Notes to transfer an amount equal to the Reserve Account Deposit in immediately available funds into the Reserve Account. The Reserve Account shall constitute property of the Issuing Entity.
(b) If the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits therein or withdrawals therefrom on such Distribution Date) exceeds the Specified Reserve Account Balance for such Distribution Date, the Servicer shall instruct the Indenture Trustee to distribute an amount equal to any such excess to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis); it being understood that no such distribution from the Reserve Account shall be made to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis) unless the amount so on deposit in the Reserve Account exceeds such Specified Reserve Account Balance.
(c) [Reserved].
(d) Each of the Depositor and Servicer agrees to take or cause to be taken such further actions, to execute, deliver and file or cause to be authorized and executed, as applicable, delivered and filed such further documents and instruments (including any UCC financing statements or this Agreement) as may be determined to be necessary, in an Opinion of Counsel to the Depositor delivered to the Indenture Trustee, in order to perfect the interests created by this Section 4.07 and otherwise fully to effectuate the purposes, terms and conditions of this Section 4.07. The Depositor shall:
(i) promptly authorize or execute, as applicable, deliver and file any financing statements, amendments, continuation statements, assignments, certificates and other documents with respect to such interests and perform all such other acts as may be necessary in order to perfect or to maintain the perfection of the Indenture Trustee’s security interest; and
(ii) make the necessary filings of financing statements or amendments thereto within thirty (30) days after the occurrence of any of the following: (A) any change in its entity name or any trade names, (B) any change in the location of its chief executive office or principal place of business or any change in its jurisdiction of formation, (C) any merger or consolidation or other change in its identity or structure and (D) any other change or occurrence that would make any financing statement or amendment thereto seriously misleading within the meaning of the UCC; and shall promptly notify the Indenture Trustee of any such filings.
Appears in 2 contracts
Samples: Servicing Agreement (Ally Auto Receivables Trust 2012-4), Servicing Agreement (Ally Auto Receivables Trust 2012-4)
Reserve Account. (a) There shall be established in the name of and maintained with the Indenture Trustee for the benefit of the Noteholders an Eligible Deposit Account known as the Ally Auto Receivables Trust 20172012-5 Reserve Account (the “Reserve Account”) to include the money and other property deposited and held therein pursuant to this Section 4.07(a) and Section 4.06(c). On the Closing Date, the Depositor shall cause the purchaser of the Notes to transfer an amount equal to the Reserve Account Deposit in immediately available funds into the Reserve Account. The Reserve Account shall constitute property of the Issuing Entity.
(b) If the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits therein or withdrawals therefrom on such Distribution Date) exceeds the Specified Reserve Account Balance for such Distribution Date, the Servicer shall instruct the Indenture Trustee to distribute an amount equal to any such excess to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis); it being understood that no such distribution from the Reserve Account shall be made to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis) unless the amount so on deposit in the Reserve Account exceeds such Specified Reserve Account Balance.
(c) [Reserved].
(d) Each of the Depositor and Servicer agrees to take or cause to be taken such further actions, to execute, deliver and file or cause to be authorized and executed, as applicable, delivered and filed such further documents and instruments (including any UCC financing statements or this Agreement) as may be determined to be necessary, in an Opinion of Counsel to the Depositor delivered to the Indenture Trustee, in order to perfect the interests created by this Section 4.07 and otherwise fully to effectuate the purposes, terms and conditions of this Section 4.07. The Depositor shall:
(i) promptly authorize or execute, as applicable, deliver and file any financing statements, amendments, continuation statements, assignments, certificates and other documents with respect to such interests and perform all such other acts as may be necessary in order to perfect or to maintain the perfection of the Indenture Trustee’s security interest; and
(ii) make the necessary filings of financing statements or amendments thereto within thirty (30) days after the occurrence of any of the following: (A) any change in its entity name or any trade names, (B) any change in the location of its chief executive office or principal place of business or any change in its jurisdiction of formation, (C) any merger or consolidation or other change in its identity or structure and (D) any other change or occurrence that would make any financing statement or amendment thereto seriously misleading within the meaning of the UCC; and shall promptly notify the Indenture Trustee of any such filings.
Appears in 2 contracts
Samples: Servicing Agreement (Ally Auto Receivables Trust 2012-5), Servicing Agreement (Ally Auto Receivables Trust 2012-5)
Reserve Account. (a) There shall be established in the name of and maintained with the Indenture Trustee for the benefit of the Noteholders an Eligible Deposit Account known as the Ally Capital Auto Receivables Asset Trust 20172015-5 4 Reserve Account (the “Reserve Account”) to include the money and other property deposited and held therein pursuant to this Section 4.07(a), Section 4.06(c) and Section 4.06(c4.06(d). On the Initial Closing Date, the Depositor shall cause the purchaser of the Notes to transfer an amount equal to deposit the Reserve Account Initial Deposit in immediately available funds into the Reserve Account. The Reserve Account shall constitute property of the Issuing Entity.
(b) If the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits therein or withdrawals therefrom on such Distribution Date) exceeds the Specified Reserve Account Balance for such Distribution Date, the Servicer shall instruct the Indenture Trustee to distribute an amount equal to any such excess to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis); it being understood that no such distribution from the Reserve Account shall be made to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis) unless the amount so on deposit in the Reserve Account exceeds such Specified Reserve Account Balance.
(c) [Reserved]The Depositor, at its option, shall be entitled to make deposits into the Reserve Account; provided, that the aggregate amount of such deposits shall not exceed 5.0% of the Initial Aggregate Receivables Principal Balance.
(d) Each of the Depositor and Servicer agrees to take or cause to be taken such further actions, to execute, deliver and file or cause to be authorized and executed, as applicable, delivered and filed such further documents and instruments (including any UCC financing statements or this Agreement) as may be determined to be necessary, in an Opinion of Counsel to the Depositor delivered to the Indenture Trustee, in order to perfect the interests created by this Section 4.07 and otherwise fully to effectuate the purposes, terms and conditions of this Section 4.07. The Depositor shall:
(i) promptly authorize or execute, as applicable, deliver and file any financing statements, amendments, continuation statements, assignments, certificates and other documents with respect to such interests and perform all such other acts as may be necessary in order to perfect or to maintain the perfection of the Indenture Trustee’s security interest; and
(ii) make the necessary filings of financing statements or amendments thereto within thirty (30) days after the occurrence of any of the following: (A) any change in its entity name or any trade names, (B) any change in the location of its chief executive office or principal place of business or any change in its jurisdiction of formation, (C) any merger or consolidation or other change in its identity or structure and (D) any other change or occurrence that would make any financing statement or amendment thereto seriously misleading within the meaning of the UCC; and shall promptly notify the Indenture Trustee of any such filings.
Appears in 2 contracts
Samples: Trust Sale and Servicing Agreement (Capital Auto Receivables Asset Trust 2015-4), Trust Sale and Servicing Agreement (Capital Auto Receivables Asset Trust 2015-4)
Reserve Account. (a) There shall be established with U.S. Bank National Association, in the name of and maintained with the Indenture Trustee for the benefit of the Noteholders an Eligible Deposit Account known as the Ally Auto Receivables Trust 20172022-5 3 Reserve Account (the “Reserve Account”) to include the money and other property deposited and held therein pursuant to this Section 4.07(a) and Section 4.06(c). On the Closing Date, the Depositor shall cause the purchaser of the Notes to transfer an amount equal to the Reserve Account Deposit in immediately available funds into the Reserve Account. The Reserve Account shall constitute property of the Issuing Entity.
(b) If the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits therein or withdrawals therefrom on such Distribution Date) exceeds the Specified Reserve Account Balance for such Distribution Date, the Servicer shall instruct the Indenture Trustee to distribute an amount equal to any such excess to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis); it being understood that no such distribution from the Reserve Account shall be made to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis) unless the amount so on deposit in the Reserve Account exceeds such Specified Reserve Account Balance.
(c) [Reserved].
(d) Each of the Depositor and Servicer agrees to take or cause to be taken such further actions, to execute, deliver and file or cause to be authorized and executed, as applicable, delivered and filed such further documents and instruments (including any UCC financing statements or this Agreement) as may be determined to be necessary, in an Opinion of Counsel to the Depositor delivered to the Indenture Trustee, in order to perfect the interests created by this Section 4.07 and otherwise fully to effectuate the purposes, terms and conditions of this Section 4.07. The Depositor shall:
(i) promptly authorize or execute, as applicable, deliver and file any financing statements, amendments, continuation statements, assignments, certificates and other documents with respect to such interests and perform all such other acts as may be necessary in order to perfect or to maintain the perfection of the Indenture Trustee’s security interest; and
(ii) make the necessary filings of financing statements or amendments thereto within thirty (30) days after the occurrence of any of the following: (A) any change in its entity name or any trade names, (B) any change in the location of its chief executive office or principal place of business or any change in its jurisdiction of formation, (C) any merger or consolidation or other change in its identity or structure and (D) any other change or occurrence that would make any financing statement or amendment thereto seriously misleading within the meaning of the UCC; and shall promptly notify the Indenture Trustee of any such filings.
Appears in 2 contracts
Samples: Servicing Agreement (Ally Auto Receivables Trust 2022-3), Servicing Agreement (Ally Auto Receivables Trust 2022-3)
Reserve Account. (a) There shall be established in the name of and maintained with the Indenture Trustee for the benefit of the Noteholders an Eligible Deposit Account known as the Ally Capital Auto Receivables Asset Trust 20172015-5 3 Reserve Account (the “Reserve Account”) to include the money and other property deposited and held therein pursuant to this Section 4.07(a), Section 4.06(c) and Section 4.06(c4.06(d). On the Initial Closing Date, the Depositor shall cause the purchaser of the Notes to transfer an amount equal to deposit the Reserve Account Initial Deposit in immediately available funds into the Reserve Account. The Reserve Account shall constitute property of the Issuing Entity.
(b) If the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits therein or withdrawals therefrom on such Distribution Date) exceeds the Specified Reserve Account Balance for such Distribution Date, the Servicer shall instruct the Indenture Trustee to distribute an amount equal to any such excess to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis); it being understood that no such distribution from the Reserve Account shall be made to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis) unless the amount so on deposit in the Reserve Account exceeds such Specified Reserve Account Balance.
(c) [Reserved]The Depositor, at its option, shall be entitled to make deposits into the Reserve Account; provided, that the aggregate amount of such deposits shall not exceed 5.0% of the Initial Aggregate Receivables Principal Balance.
(d) Each of the Depositor and Servicer agrees to take or cause to be taken such further actions, to execute, deliver and file or cause to be authorized and executed, as applicable, delivered and filed such further documents and instruments (including any UCC financing statements or this Agreement) as may be determined to be necessary, in an Opinion of Counsel to the Depositor delivered to the Indenture Trustee, in order to perfect the interests created by this Section 4.07 and otherwise fully to effectuate the purposes, terms and conditions of this Section 4.07. The Depositor shall:
(i) promptly authorize or execute, as applicable, deliver and file any financing statements, amendments, continuation statements, assignments, certificates and other documents with respect to such interests and perform all such other acts as may be necessary in order to perfect or to maintain the perfection of the Indenture Trustee’s security interest; and
(ii) make the necessary filings of financing statements or amendments thereto within thirty (30) days after the occurrence of any of the following: (A) any change in its entity name or any trade names, (B) any change in the location of its chief executive office or principal place of business or any change in its jurisdiction of formation, (C) any merger or consolidation or other change in its identity or structure and (D) any other change or occurrence that would make any financing statement or amendment thereto seriously misleading within the meaning of the UCC; and shall promptly notify the Indenture Trustee of any such filings.
Appears in 2 contracts
Samples: Trust Sale and Servicing Agreement (Capital Auto Receivables Asset Trust 2015-3), Trust Sale and Servicing Agreement (Capital Auto Receivables Asset Trust 2015-3)
Reserve Account. (a) There shall be established in the name of and maintained with the Indenture Trustee for the benefit of the Noteholders an Eligible Deposit Account known as the Ally Capital Auto Receivables Asset Trust 20172013-5 3 Reserve Account (the “Reserve Account”) to include the money and other property deposited and held therein pursuant to this Section 4.07(a), Section 4.06(c) and Section 4.06(c4.06(d). On the Initial Closing Date, the Depositor shall cause the purchaser of the Notes to transfer an amount equal to deposit the Reserve Account Initial Deposit in immediately available funds into the Reserve Account. The Reserve Account shall constitute property of the Issuing Entity.
(b) If the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits therein or withdrawals therefrom on such Distribution Date) exceeds the Specified Reserve Account Balance for such Distribution Date, the Servicer shall instruct the Indenture Trustee to distribute an amount equal to any such excess to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis); it being understood that no such distribution from the Reserve Account shall be made to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis) unless the amount so on deposit in the Reserve Account exceeds such Specified Reserve Account Balance.
(c) [Reserved]The Depositor, at its option, shall be entitled to make deposits into the Reserve Account; provided, that the aggregate amount of such deposits shall not exceed 5.0% of the Initial Aggregate Receivables Principal Balance.
(d) Each of the Depositor and Servicer agrees to take or cause to be taken such further actions, to execute, deliver and file or cause to be authorized and executed, as applicable, delivered and filed such further documents and instruments (including any UCC financing statements or this Agreement) as may be determined to be necessary, in an Opinion of Counsel to the Depositor delivered to the Indenture Trustee, in order to perfect the interests created by this Section 4.07 and otherwise fully to effectuate the purposes, terms and conditions of this Section 4.07. The Depositor shall:
(i) promptly authorize or execute, as applicable, deliver and file any financing statements, amendments, continuation statements, assignments, certificates and other documents with respect to such interests and perform all such other acts as may be necessary in order to perfect or to maintain the perfection of the Indenture Trustee’s security interest; and
(ii) make the necessary filings of financing statements or amendments thereto within thirty (30) days after the occurrence of any of the following: (A) any change in its entity name or any trade names, (B) any change in the location of its chief executive office or principal place of business or any change in its jurisdiction of formation, (C) any merger or consolidation or other change in its identity or structure and (D) any other change or occurrence that would make any financing statement or amendment thereto seriously misleading within the meaning of the UCC; and shall promptly notify the Indenture Trustee of any such filings.
Appears in 2 contracts
Samples: Trust Sale and Servicing Agreement (Capital Auto Receivables Asset Trust 2013-3), Trust Sale and Servicing Agreement (Capital Auto Receivables Asset Trust 2013-3)
Reserve Account. (a) There shall be established in the name of and maintained with the Indenture Trustee for the benefit of the Noteholders an Eligible Deposit Account known as the Ally Capital Auto Receivables Asset Trust 20172015-5 1 Reserve Account (the “Reserve Account”) to include the money and other property deposited and held therein pursuant to this Section 4.07(a), Section 4.06(c) and Section 4.06(c4.06(d). On the Initial Closing Date, the Depositor shall cause the purchaser of the Notes to transfer an amount equal to deposit the Reserve Account Initial Deposit in immediately available funds into the Reserve Account. The Reserve Account shall constitute property of the Issuing Entity.
(b) If the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits therein or withdrawals therefrom on such Distribution Date) exceeds the Specified Reserve Account Balance for such Distribution Date, the Servicer shall instruct the Indenture Trustee to distribute an amount equal to any such excess to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis); it being understood that no such distribution from the Reserve Account shall be made to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis) unless the amount so on deposit in the Reserve Account exceeds such Specified Reserve Account Balance.
(c) [Reserved]The Depositor, at its option, shall be entitled to make deposits into the Reserve Account; provided, that the aggregate amount of such deposits shall not exceed 5.0% of the Initial Aggregate Receivables Principal Balance.
(d) Each of the Depositor and Servicer agrees to take or cause to be taken such further actions, to execute, deliver and file or cause to be authorized and executed, as applicable, delivered and filed such further documents and instruments (including any UCC financing statements or this Agreement) as may be determined to be necessary, in an Opinion of Counsel to the Depositor delivered to the Indenture Trustee, in order to perfect the interests created by this Section 4.07 and otherwise fully to effectuate the purposes, terms and conditions of this Section 4.07. The Depositor shall:
(i) promptly authorize or execute, as applicable, deliver and file any financing statements, amendments, continuation statements, assignments, certificates and other documents with respect to such interests and perform all such other acts as may be necessary in order to perfect or to maintain the perfection of the Indenture Trustee’s security interest; and
(ii) make the necessary filings of financing statements or amendments thereto within thirty (30) days after the occurrence of any of the following: (A) any change in its entity name or any trade names, (B) any change in the location of its chief executive office or principal place of business or any change in its jurisdiction of formation, (C) any merger or consolidation or other change in its identity or structure and (D) any other change or occurrence that would make any financing statement or amendment thereto seriously misleading within the meaning of the UCC; and shall promptly notify the Indenture Trustee of any such filings.
Appears in 2 contracts
Samples: Trust Sale and Servicing Agreement (Capital Auto Receivables Asset Trust 2015-1), Trust Sale and Servicing Agreement (Capital Auto Receivables Asset Trust 2015-1)
Reserve Account. (a) There shall be established in the name of and maintained with the Indenture Trustee for the benefit of the Noteholders an Eligible Deposit Account known as the Ally Auto Receivables Trust 20172016-5 1 Reserve Account (the “Reserve Account”) to include the money and other property deposited and held therein pursuant to this Section 4.07(a) and Section 4.06(c). On the Closing Date, the Depositor shall cause the purchaser of the Notes to transfer an amount equal to the Reserve Account Deposit in immediately available funds into the Reserve Account. The Reserve Account shall constitute property of the Issuing Entity.
(b) If the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits therein or withdrawals therefrom on such Distribution Date) exceeds the Specified Reserve Account Balance for such Distribution Date, the Servicer shall instruct the Indenture Trustee to distribute an amount equal to any such excess to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis); it being understood that no such distribution from the Reserve Account shall be made to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis) unless the amount so on deposit in the Reserve Account exceeds such Specified Reserve Account Balance.
(c) [Reserved].
(d) Each of the Depositor and Servicer agrees to take or cause to be taken such further actions, to execute, deliver and file or cause to be authorized and executed, as applicable, delivered and filed such further documents and instruments (including any UCC financing statements or this Agreement) as may be determined to be necessary, in an Opinion of Counsel to the Depositor delivered to the Indenture Trustee, in order to perfect the interests created by this Section 4.07 and otherwise fully to effectuate the purposes, terms and conditions of this Section 4.07. The Depositor shall:
(i) promptly authorize or execute, as applicable, deliver and file any financing statements, amendments, continuation statements, assignments, certificates and other documents with respect to such interests and perform all such other acts as may be necessary in order to perfect or to maintain the perfection of the Indenture Trustee’s security interest; and
(ii) make the necessary filings of financing statements or amendments thereto within thirty (30) days after the occurrence of any of the following: (A) any change in its entity name or any trade names, (B) any change in the location of its chief executive office or principal place of business or any change in its jurisdiction of formation, (C) any merger or consolidation or other change in its identity or structure and (D) any other change or occurrence that would make any financing statement or amendment thereto seriously misleading within the meaning of the UCC; and shall promptly notify the Indenture Trustee of any such filings.
Appears in 2 contracts
Samples: Servicing Agreement (Ally Auto Receivables Trust 2016-1), Servicing Agreement (Ally Auto Receivables Trust 2016-1)
Reserve Account. (a) There shall be established in the name of and maintained with the Indenture Trustee for the benefit of the Noteholders an Eligible Deposit Account known as the Ally Capital Auto Receivables Asset Trust 20172014-5 2 Reserve Account (the “Reserve Account”) to include the money and other property deposited and held therein pursuant to this Section 4.07(a), Section 4.06(c) and Section 4.06(c4.06(d). On the Initial Closing Date, the Depositor shall cause the purchaser of the Notes to transfer an amount equal to deposit the Reserve Account Initial Deposit in immediately available funds into the Reserve Account. The Reserve Account shall constitute property of the Issuing Entity.
(b) If the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits therein or withdrawals therefrom on such Distribution Date) exceeds the Specified Reserve Account Balance for such Distribution Date, the Servicer shall instruct the Indenture Trustee to distribute an amount equal to any such excess to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis); it being understood that no such distribution from the Reserve Account shall be made to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis) unless the amount so on deposit in the Reserve Account exceeds such Specified Reserve Account Balance.
(c) [Reserved]The Depositor, at its option, shall be entitled to make deposits into the Reserve Account; provided, that the aggregate amount of such deposits shall not exceed 5.0% of the Initial Aggregate Receivables Principal Balance.
(d) Each of the Depositor and Servicer agrees to take or cause to be taken such further actions, to execute, deliver and file or cause to be authorized and executed, as applicable, delivered and filed such further documents and instruments (including any UCC financing statements or this Agreement) as may be determined to be necessary, in an Opinion of Counsel to the Depositor delivered to the Indenture Trustee, in order to perfect the interests created by this Section 4.07 and otherwise fully to effectuate the purposes, terms and conditions of this Section 4.07. The Depositor shall:
(i) promptly authorize or execute, as applicable, deliver and file any financing statements, amendments, continuation statements, assignments, certificates and other documents with respect to such interests and perform all such other acts as may be necessary in order to perfect or to maintain the perfection of the Indenture Trustee’s security interest; and
(ii) make the necessary filings of financing statements or amendments thereto within thirty (30) days after the occurrence of any of the following: (A) any change in its entity name or any trade names, (B) any change in the location of its chief executive office or principal place of business or any change in its jurisdiction of formation, (C) any merger or consolidation or other change in its identity or structure and (D) any other change or occurrence that would make any financing statement or amendment thereto seriously misleading within the meaning of the UCC; and shall promptly notify the Indenture Trustee of any such filings.
Appears in 2 contracts
Samples: Trust Sale and Servicing Agreement (Capital Auto Receivables Asset Trust 2014-2), Trust Sale and Servicing Agreement (Capital Auto Receivables Asset Trust 2014-2)
Reserve Account. (a) There shall be established in the name of and maintained with the Indenture Trustee for the benefit of the Noteholders an Eligible Deposit Account known as the Ally Auto Receivables Trust 20172014-5 3 Reserve Account (the “Reserve Account”) to include the money and other property deposited and held therein pursuant to this Section 4.07(a) and Section 4.06(c). On the Closing Date, the Depositor shall cause the purchaser of the Notes to transfer an amount equal to the Reserve Account Deposit in immediately available funds into the Reserve Account. The Reserve Account shall constitute property of the Issuing Entity.
(b) If the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits therein or withdrawals therefrom on such Distribution Date) exceeds the Specified Reserve Account Balance for such Distribution Date, the Servicer shall instruct the Indenture Trustee to distribute an amount equal to any such excess to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis); it being understood that no such distribution from the Reserve Account shall be made to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis) unless the amount so on deposit in the Reserve Account exceeds such Specified Reserve Account Balance.
(c) [Reserved].
(d) Each of the Depositor and Servicer agrees to take or cause to be taken such further actions, to execute, deliver and file or cause to be authorized and executed, as applicable, delivered and filed such further documents and instruments (including any UCC financing statements or this Agreement) as may be determined to be necessary, in an Opinion of Counsel to the Depositor delivered to the Indenture Trustee, in order to perfect the interests created by this Section 4.07 and otherwise fully to effectuate the purposes, terms and conditions of this Section 4.07. The Depositor shall:
(i) promptly authorize or execute, as applicable, deliver and file any financing statements, amendments, continuation statements, assignments, certificates and other documents with respect to such interests and perform all such other acts as may be necessary in order to perfect or to maintain the perfection of the Indenture Trustee’s security interest; and
(ii) make the necessary filings of financing statements or amendments thereto within thirty (30) days after the occurrence of any of the following: (A) any change in its entity name or any trade names, (B) any change in the location of its chief executive office or principal place of business or any change in its jurisdiction of formation, (C) any merger or consolidation or other change in its identity or structure and (D) any other change or occurrence that would make any financing statement or amendment thereto seriously misleading within the meaning of the UCC; and shall promptly notify the Indenture Trustee of any such filings.
Appears in 2 contracts
Samples: Servicing Agreement (Ally Auto Assets LLC), Servicing Agreement (Ally Auto Receivables Trust 2014-3)
Reserve Account. (a) There shall be established in the name of and maintained with the Indenture Trustee for the benefit of the Noteholders an Eligible Deposit Account known as the Ally Auto Receivables Trust 20172019-5 2 Reserve Account (the “Reserve Account”) to include the money and other property deposited and held therein pursuant to this Section 4.07(a) and Section 4.06(c). On the Closing Date, the Depositor shall cause the purchaser of the Notes to transfer an amount equal to the Reserve Account Deposit in immediately available funds into the Reserve Account. The Reserve Account shall constitute property of the Issuing Entity.
(b) If the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits therein or withdrawals therefrom on such Distribution Date) exceeds the Specified Reserve Account Balance for such Distribution Date, the Servicer shall instruct the Indenture Trustee to distribute an amount equal to any such excess to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis); it being understood that no such distribution from the Reserve Account shall be made to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis) unless the amount so on deposit in the Reserve Account exceeds such Specified Reserve Account Balance.
(c) [Reserved].
(d) Each of the Depositor and Servicer agrees to take or cause to be taken such further actions, to execute, deliver and file or cause to be authorized and executed, as applicable, delivered and filed such further documents and instruments (including any UCC financing statements or this Agreement) as may be determined to be necessary, in an Opinion of Counsel to the Depositor delivered to the Indenture Trustee, in order to perfect the interests created by this Section 4.07 and otherwise fully to effectuate the purposes, terms and conditions of this Section 4.07. The Depositor shall:
(i) promptly authorize or execute, as applicable, deliver and file any financing statements, amendments, continuation statements, assignments, certificates and other documents with respect to such interests and perform all such other acts as may be necessary in order to perfect or to maintain the perfection of the Indenture Trustee’s security interest; and
(ii) make the necessary filings of financing statements or amendments thereto within thirty (30) days after the occurrence of any of the following: (A) any change in its entity name or any trade names, (B) any change in the location of its chief executive office or principal place of business or any change in its jurisdiction of formation, (C) any merger or consolidation or other change in its identity or structure and (D) any other change or occurrence that would make any financing statement or amendment thereto seriously misleading within the meaning of the UCC; and shall promptly notify the Indenture Trustee of any such filings.
Appears in 2 contracts
Samples: Servicing Agreement (Ally Auto Receivables Trust 2019-2), Servicing Agreement (Ally Auto Receivables Trust 2019-2)
Reserve Account. (a) There shall be established in the name of and maintained with the Indenture Trustee for the benefit of the Noteholders an Eligible Deposit Account known as the Ally Auto Receivables Trust 2017-5 2 Reserve Account (the “Reserve Account”) to include the money and other property deposited and held therein pursuant to this Section 4.07(a) and Section 4.06(c). On the Closing Date, the Depositor shall cause the purchaser of the Notes to transfer an amount equal to the Reserve Account Deposit in immediately available funds into the Reserve Account. The Reserve Account shall constitute property of the Issuing Entity.
(b) If the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits therein or withdrawals therefrom on such Distribution Date) exceeds the Specified Reserve Account Balance for such Distribution Date, the Servicer shall instruct the Indenture Trustee to distribute an amount equal to any such excess to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis); it being understood that no such distribution from the Reserve Account shall be made to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis) unless the amount so on deposit in the Reserve Account exceeds such Specified Reserve Account Balance.
(c) [Reserved].
(d) Each of the Depositor and Servicer agrees to take or cause to be taken such further actions, to execute, deliver and file or cause to be authorized and executed, as applicable, delivered and filed such further documents and instruments (including any UCC financing statements or this Agreement) as may be determined to be necessary, in an Opinion of Counsel to the Depositor delivered to the Indenture Trustee, in order to perfect the interests created by this Section 4.07 and otherwise fully to effectuate the purposes, terms and conditions of this Section 4.07. The Depositor shall:
(i) promptly authorize or execute, as applicable, deliver and file any financing statements, amendments, continuation statements, assignments, certificates and other documents with respect to such interests and perform all such other acts as may be necessary in order to perfect or to maintain the perfection of the Indenture Trustee’s security interest; and
(ii) make the necessary filings of financing statements or amendments thereto within thirty (30) days after the occurrence of any of the following: (A) any change in its entity name or any trade names, (B) any change in the location of its chief executive office or principal place of business or any change in its jurisdiction of formation, (C) any merger or consolidation or other change in its identity or structure and (D) any other change or occurrence that would make any financing statement or amendment thereto seriously misleading within the meaning of the UCC; and shall promptly notify the Indenture Trustee of any such filings.
Appears in 2 contracts
Samples: Servicing Agreement (Ally Auto Receivables Trust 2017-2), Servicing Agreement (Ally Auto Receivables Trust 2017-2)
Reserve Account. (a) There shall be established in the name of and maintained with the Indenture Trustee for the benefit of the Noteholders an Eligible Deposit Account known as the Ally Capital Auto Receivables Asset Trust 20172015-5 2 Reserve Account (the “Reserve Account”) to include the money and other property deposited and held therein pursuant to this Section 4.07(a), Section 4.06(c) and Section 4.06(c4.06(d). On the Initial Closing Date, the Depositor shall cause the purchaser of the Notes to transfer an amount equal to deposit the Reserve Account Initial Deposit in immediately available funds into the Reserve Account. The Reserve Account shall constitute property of the Issuing Entity.
(b) If the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits therein or withdrawals therefrom on such Distribution Date) exceeds the Specified Reserve Account Balance for such Distribution Date, the Servicer shall instruct the Indenture Trustee to distribute an amount equal to any such excess to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis); it being understood that no such distribution from the Reserve Account shall be made to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis) unless the amount so on deposit in the Reserve Account exceeds such Specified Reserve Account Balance.
(c) [Reserved]The Depositor, at its option, shall be entitled to make deposits into the Reserve Account; provided, that the aggregate amount of such deposits shall not exceed 5.0% of the Initial Aggregate Receivables Principal Balance.
(d) Each of the Depositor and Servicer agrees to take or cause to be taken such further actions, to execute, deliver and file or cause to be authorized and executed, as applicable, delivered and filed such further documents and instruments (including any UCC financing statements or this Agreement) as may be determined to be necessary, in an Opinion of Counsel to the Depositor delivered to the Indenture Trustee, in order to perfect the interests created by this Section 4.07 and otherwise fully to effectuate the purposes, terms and conditions of this Section 4.07. The Depositor shall:
(i) promptly authorize or execute, as applicable, deliver and file any financing statements, amendments, continuation statements, assignments, certificates and other documents with respect to such interests and perform all such other acts as may be necessary in order to perfect or to maintain the perfection of the Indenture Trustee’s security interest; and
(ii) make the necessary filings of financing statements or amendments thereto within thirty (30) days after the occurrence of any of the following: (A) any change in its entity name or any trade names, (B) any change in the location of its chief executive office or principal place of business or any change in its jurisdiction of formation, (C) any merger or consolidation or other change in its identity or structure and (D) any other change or occurrence that would make any financing statement or amendment thereto seriously misleading within the meaning of the UCC; and shall promptly notify the Indenture Trustee of any such filings.
Appears in 2 contracts
Samples: Trust Sale and Servicing Agreement (Capital Auto Receivables Asset Trust 2015-2), Trust Sale and Servicing Agreement (Capital Auto Receivables Asset Trust 2015-2)
Reserve Account. (a) There shall be established with U.S. Bank National Association, in the name of and maintained with the Indenture Trustee for the benefit of the Noteholders an Eligible Deposit Account known as the Ally Auto Receivables Trust 20172024-5 1 Reserve Account (the “Reserve Account”) to include the money and other property deposited and held therein pursuant to this Section 4.07(a) and Section 4.06(c). On the Closing Date, the Depositor shall cause the purchaser of the Notes to transfer an amount equal to the Reserve Account Deposit in immediately available funds into the Reserve Account. The Reserve Account shall constitute property of the Issuing Entity.
(b) If the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits therein or withdrawals therefrom on such Distribution Date) exceeds the Specified Reserve Account Balance for such Distribution Date, the Servicer shall instruct the Indenture Trustee to distribute an amount equal to any such excess to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis); it being understood that no such distribution from the Reserve Account shall be made to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis) unless the amount so on deposit in the Reserve Account exceeds such Specified Reserve Account Balance.
(c) [Reserved].
(d) Each of the Depositor and Servicer agrees to take or cause to be taken such further actions, to execute, deliver and file or cause to be authorized and executed, as applicable, delivered and filed such further documents and instruments (including any UCC financing statements or this Agreement) as may be determined to be necessary, in an Opinion of Counsel to the Depositor delivered to the Indenture Trustee, in order to perfect the interests created by this Section 4.07 and otherwise fully to effectuate the purposes, terms and conditions of this Section 4.07. The Depositor shall:
(i) promptly authorize or execute, as applicable, deliver and file any financing statements, amendments, continuation statements, assignments, certificates and other documents with respect to such interests and perform all such other acts as may be necessary in order to perfect or to maintain the perfection of the Indenture Trustee’s security interest; and
(ii) make the necessary filings of financing statements or amendments thereto within thirty (30) days after the occurrence of any of the following: (A) any change in its entity name or any trade names, (B) any change in the location of its chief executive office or principal place of business or any change in its jurisdiction of formation, (C) any merger or consolidation or other change in its identity or structure and (D) any other change or occurrence that would make any financing statement or amendment thereto seriously misleading within the meaning of the UCC; and shall promptly notify the Indenture Trustee of any such filings.
Appears in 2 contracts
Samples: Servicing Agreement (Ally Auto Receivables Trust 2024-1), Servicing Agreement (Ally Auto Receivables Trust 2024-1)
Reserve Account. (a) There shall be established in the name of and maintained with the Indenture Trustee for the benefit of the Noteholders an Eligible Deposit Account known as the Ally Auto Receivables Trust 20172019-5 4 Reserve Account (the “Reserve Account”) to include the money and other property deposited and held therein pursuant to this Section 4.07(a) and Section 4.06(c). On the Closing Date, the Depositor shall cause the purchaser of the Notes to transfer an amount equal to the Reserve Account Deposit in immediately available funds into the Reserve Account. The Reserve Account shall constitute property of the Issuing Entity.
(b) If the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits therein or withdrawals therefrom on such Distribution Date) exceeds the Specified Reserve Account Balance for such Distribution Date, the Servicer shall instruct the Indenture Trustee to distribute an amount equal to any such excess to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis); it being understood that no such distribution from the Reserve Account shall be made to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis) unless the amount so on deposit in the Reserve Account exceeds such Specified Reserve Account Balance.
(c) [Reserved].
(d) Each of the Depositor and Servicer agrees to take or cause to be taken such further actions, to execute, deliver and file or cause to be authorized and executed, as applicable, delivered and filed such further documents and instruments (including any UCC financing statements or this Agreement) as may be determined to be necessary, in an Opinion of Counsel to the Depositor delivered to the Indenture Trustee, in order to perfect the interests created by this Section 4.07 and otherwise fully to effectuate the purposes, terms and conditions of this Section 4.07. The Depositor shall:
(i) promptly authorize or execute, as applicable, deliver and file any financing statements, amendments, continuation statements, assignments, certificates and other documents with respect to such interests and perform all such other acts as may be necessary in order to perfect or to maintain the perfection of the Indenture Trustee’s security interest; and
(ii) make the necessary filings of financing statements or amendments thereto within thirty (30) days after the occurrence of any of the following: (A) any change in its entity name or any trade names, (B) any change in the location of its chief executive office or principal place of business or any change in its jurisdiction of formation, (C) any merger or consolidation or other change in its identity or structure and (D) any other change or occurrence that would make any financing statement or amendment thereto seriously misleading within the meaning of the UCC; and shall promptly notify the Indenture Trustee of any such filings.
Appears in 2 contracts
Samples: Servicing Agreement (Ally Auto Receivables Trust 2019-4), Servicing Agreement (Ally Auto Receivables Trust 2019-4)
Reserve Account. (a) There shall be established in the name of and maintained with the Indenture Trustee for the benefit of the Noteholders an Eligible Deposit Account known as the Ally Auto Receivables Trust 2017-5 4 Reserve Account (the “Reserve Account”) to include the money and other property deposited and held therein pursuant to this Section 4.07(a) and Section 4.06(c). On the Closing Date, the Depositor shall cause the purchaser of the Notes to transfer an amount equal to the Reserve Account Deposit in immediately available funds into the Reserve Account. The Reserve Account shall constitute property of the Issuing Entity.
(b) If the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits therein or withdrawals therefrom on such Distribution Date) exceeds the Specified Reserve Account Balance for such Distribution Date, the Servicer shall instruct the Indenture Trustee to distribute an amount equal to any such excess to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis); it being understood that no such distribution from the Reserve Account shall be made to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis) unless the amount so on deposit in the Reserve Account exceeds such Specified Reserve Account Balance.
(c) [Reserved].
(d) Each of the Depositor and Servicer agrees to take or cause to be taken such further actions, to execute, deliver and file or cause to be authorized and executed, as applicable, delivered and filed such further documents and instruments (including any UCC financing statements or this Agreement) as may be determined to be necessary, in an Opinion of Counsel to the Depositor delivered to the Indenture Trustee, in order to perfect the interests created by this Section 4.07 and otherwise fully to effectuate the purposes, terms and conditions of this Section 4.07. The Depositor shall:
(i) promptly authorize or execute, as applicable, deliver and file any financing statements, amendments, continuation statements, assignments, certificates and other documents with respect to such interests and perform all such other acts as may be necessary in order to perfect or to maintain the perfection of the Indenture Trustee’s security interest; and
(ii) make the necessary filings of financing statements or amendments thereto within thirty (30) days after the occurrence of any of the following: (A) any change in its entity name or any trade names, (B) any change in the location of its chief executive office or principal place of business or any change in its jurisdiction of formation, (C) any merger or consolidation or other change in its identity or structure and (D) any other change or occurrence that would make any financing statement or amendment thereto seriously misleading within the meaning of the UCC; and shall promptly notify the Indenture Trustee of any such filings.
Appears in 2 contracts
Samples: Servicing Agreement (Ally Auto Receivables Trust 2017-4), Servicing Agreement (Ally Auto Receivables Trust 2017-4)
Reserve Account. (a) There shall be established in the name of and maintained with the Indenture Trustee for the benefit of the Noteholders an Eligible Deposit Account known as the Ally Auto Receivables Trust 20172018-5 3 Reserve Account (the “Reserve Account”) to include the money and other property deposited and held therein pursuant to this Section 4.07(a) and Section 4.06(c). On the Closing Date, the Depositor shall cause the purchaser of the Notes to transfer an amount equal to the Reserve Account Deposit in immediately available funds into the Reserve Account. The Reserve Account shall constitute property of the Issuing Entity.
(b) If the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits therein or withdrawals therefrom on such Distribution Date) exceeds the Specified Reserve Account Balance for such Distribution Date, the Servicer shall instruct the Indenture Trustee to distribute an amount equal to any such excess to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis); it being understood that no such distribution from the Reserve Account shall be made to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis) unless the amount so on deposit in the Reserve Account exceeds such Specified Reserve Account Balance.
(c) [Reserved].
(d) Each of the Depositor and Servicer agrees to take or cause to be taken such further actions, to execute, deliver and file or cause to be authorized and executed, as applicable, delivered and filed such further documents and instruments (including any UCC financing statements or this Agreement) as may be determined to be necessary, in an Opinion of Counsel to the Depositor delivered to the Indenture Trustee, in order to perfect the interests created by this Section 4.07 and otherwise fully to effectuate the purposes, terms and conditions of this Section 4.07. The Depositor shall:
(i) promptly authorize or execute, as applicable, deliver and file any financing statements, amendments, continuation statements, assignments, certificates and other documents with respect to such interests and perform all such other acts as may be necessary in order to perfect or to maintain the perfection of the Indenture Trustee’s security interest; and
(ii) make the necessary filings of financing statements or amendments thereto within thirty (30) days after the occurrence of any of the following: (A) any change in its entity name or any trade names, (B) any change in the location of its chief executive office or principal place of business or any change in its jurisdiction of formation, (C) any merger or consolidation or other change in its identity or structure and (D) any other change or occurrence that would make any financing statement or amendment thereto seriously misleading within the meaning of the UCC; and shall promptly notify the Indenture Trustee of any such filings.and
Appears in 2 contracts
Samples: Servicing Agreement (Ally Auto Receivables Trust 2018-3), Servicing Agreement (Ally Auto Receivables Trust 2018-3)
Reserve Account. (a) There shall be established in the name of and maintained with the Indenture Trustee for the benefit of the Noteholders an Eligible Deposit Account known as the Ally Auto Receivables Trust 2017-5 1 Reserve Account (the “Reserve Account”) to include the money and other property deposited and held therein pursuant to this Section 4.07(a) and Section 4.06(c). On the Closing Date, the Depositor shall cause the purchaser of the Notes to transfer an amount equal to the Reserve Account Deposit in immediately available funds into the Reserve Account. The Reserve Account shall constitute property of the Issuing Entity.
(b) If the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits therein or withdrawals therefrom on such Distribution Date) exceeds the Specified Reserve Account Balance for such Distribution Date, the Servicer shall instruct the Indenture Trustee to distribute an amount equal to any such excess to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis); it being understood that no such distribution from the Reserve Account shall be made to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis) unless the amount so on deposit in the Reserve Account exceeds such Specified Reserve Account Balance.
(c) [Reserved].
(d) Each of the Depositor and Servicer agrees to take or cause to be taken such further actions, to execute, deliver and file or cause to be authorized and executed, as applicable, delivered and filed such further documents and instruments (including any UCC financing statements or this Agreement) as may be determined to be necessary, in an Opinion of Counsel to the Depositor delivered to the Indenture Trustee, in order to perfect the interests created by this Section 4.07 and otherwise fully to effectuate the purposes, terms and conditions of this Section 4.07. The Depositor shall:
(i) promptly authorize or execute, as applicable, deliver and file any financing statements, amendments, continuation statements, assignments, certificates and other documents with respect to such interests and perform all such other acts as may be necessary in order to perfect or to maintain the perfection of the Indenture Trustee’s security interest; and
(ii) make the necessary filings of financing statements or amendments thereto within thirty (30) days after the occurrence of any of the following: (A) any change in its entity name or any trade names, (B) any change in the location of its chief executive office or principal place of business or any change in its jurisdiction of formation, (C) any merger or consolidation or other change in its identity or structure and (D) any other change or occurrence that would make any financing statement or amendment thereto seriously misleading within the meaning of the UCC; and shall promptly notify the Indenture Trustee of any such filings.
Appears in 2 contracts
Samples: Servicing Agreement (Ally Auto Receivables Trust 2017-1), Servicing Agreement (Ally Auto Receivables Trust 2017-1)
Reserve Account. (a) There shall be established in the name of and maintained with the Indenture Trustee for the benefit of the Noteholders an Eligible Deposit Account known as the Ally Auto Receivables Trust 20172010-5 Reserve Account (the “Reserve Account”) to include the money and other property deposited and held therein pursuant to this Section 4.07(a) and Section 4.06(c). On the Closing Date, the Depositor shall cause the purchaser of the Notes to transfer an amount equal to deposit the Reserve Account Deposit in immediately available funds into the Reserve Account. The Reserve Account shall constitute property of the Issuing Entity.
(b) If the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits therein or withdrawals therefrom on such Distribution Date) exceeds the Specified Reserve Account Balance for such Distribution Date, the Servicer shall instruct the Indenture Trustee to distribute an amount equal to any such excess to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis)Certificateholder; it being understood that no such distribution from the Reserve Account shall be made to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis) Certificateholder unless the amount so on deposit in the Reserve Account exceeds such Specified Reserve Account Balance.
(c) [Reserved].
(d) Each of the Depositor and Servicer agrees to take or cause to be taken such further actions, to execute, deliver and file or cause to be authorized and executed, as applicable, delivered and filed such further documents and instruments (including any UCC financing statements or this Agreement) as may be determined to be necessary, in an Opinion of Counsel to the Depositor delivered to the Indenture Trustee, in order to perfect the interests created by this Section 4.07 and otherwise fully to effectuate the purposes, terms and conditions of this Section 4.07. The Depositor shall:
(i) promptly authorize or and execute, as applicable, deliver and file any financing statements, amendments, continuation statements, assignments, certificates and other documents with respect to such interests and perform all such other acts as may be necessary in order to perfect or to maintain the perfection of the Indenture Trustee’s security interest; and
(ii) make the necessary filings of financing statements or amendments thereto within thirty (30) days after the occurrence of any of the following: (A) any change in its entity name or any trade names, (B) any change in the location of its chief executive office or principal place of business or any change in its jurisdiction of formation, (C) any merger or consolidation or other change in its identity or structure and (D) any other change or occurrence that would make any financing statement or amendment thereto seriously misleading within the meaning of the UCC; and shall promptly notify the Indenture Trustee of any such filings.
Appears in 2 contracts
Samples: Trust Sale and Servicing Agreement (Ally Auto Receivables Trust 2010-5), Trust Sale and Servicing Agreement (Ally Auto Receivables Trust 2010-5)
Reserve Account. (a) There shall be established in the name of and maintained with the Indenture Trustee for the benefit of the Noteholders an Eligible Deposit Account known as the Ally Auto Receivables Trust 20172019-5 1 Reserve Account (the “Reserve Account”) to include the money and other property deposited and held therein pursuant to this Section 4.07(a) and Section 4.06(c). On the Closing Date, the Depositor shall cause the purchaser of the Notes to transfer an amount equal to the Reserve Account Deposit in immediately available funds into the Reserve Account. The Reserve Account shall constitute property of the Issuing Entity.
(b) If the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits therein or withdrawals therefrom on such Distribution Date) exceeds the Specified Reserve Account Balance for such Distribution Date, the Servicer shall instruct the Indenture Trustee to distribute an amount equal to any such excess to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis); it being understood that no such distribution from the Reserve Account shall be made to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis) unless the amount so on deposit in the Reserve Account exceeds such Specified Reserve Account Balance.
(c) [Reserved].
(d) Each of the Depositor and Servicer agrees to take or cause to be taken such further actions, to execute, deliver and file or cause to be authorized and executed, as applicable, delivered and filed such further documents and instruments (including any UCC financing statements or this Agreement) as may be determined to be necessary, in an Opinion of Counsel to the Depositor delivered to the Indenture Trustee, in order to perfect the interests created by this Section 4.07 and otherwise fully to effectuate the purposes, terms and conditions of this Section 4.07. The Depositor shall:
(i) promptly authorize or execute, as applicable, deliver and file any financing statements, amendments, continuation statements, assignments, certificates and other documents with respect to such interests and perform all such other acts as may be necessary in order to perfect or to maintain the perfection of the Indenture Trustee’s security interest; and
(ii) make the necessary filings of financing statements or amendments thereto within thirty (30) days after the occurrence of any of the following: (A) any change in its entity name or any trade names, (B) any change in the location of its chief executive office or principal place of business or any change in its jurisdiction of formation, (C) any merger or consolidation or other change in its identity or structure and (D) any other change or occurrence that would make any financing statement or amendment thereto seriously misleading within the meaning of the UCC; and shall promptly notify the Indenture Trustee of any such filings.and
Appears in 2 contracts
Samples: Servicing Agreement (Ally Auto Receivables Trust 2019-1), Servicing Agreement (Ally Auto Receivables Trust 2019-1)
Reserve Account. (a) There shall be established in the name of and maintained with the Indenture Trustee for the benefit of the Noteholders an Eligible Deposit Account known as the Ally Auto Receivables Trust 20172013-5 2 Reserve Account (the “Reserve Account”) to include the money and other property deposited and held therein pursuant to this Section 4.07(a) and Section 4.06(c). On the Closing Date, the Depositor shall cause the purchaser of the Notes to transfer an amount equal to the Reserve Account Deposit in immediately available funds into the Reserve Account. The Reserve Account shall constitute property of the Issuing Entity.
(b) If the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits therein or withdrawals therefrom on such Distribution Date) exceeds the Specified Reserve Account Balance for such Distribution Date, the Servicer shall instruct the Indenture Trustee to distribute an amount equal to any such excess to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis); it being understood that no such distribution from the Reserve Account shall be made to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis) unless the amount so on deposit in the Reserve Account exceeds such Specified Reserve Account Balance.
(c) [Reserved].
(d) Each of the Depositor and Servicer agrees to take or cause to be taken such further actions, to execute, deliver and file or cause to be authorized and executed, as applicable, delivered and filed such further documents and instruments (including any UCC financing statements or this Agreement) as may be determined to be necessary, in an Opinion of Counsel to the Depositor delivered to the Indenture Trustee, in order to perfect the interests created by this Section 4.07 and otherwise fully to effectuate the purposes, terms and conditions of this Section 4.07. The Depositor shall:
(i) promptly authorize or execute, as applicable, deliver and file any financing statements, amendments, continuation statements, assignments, certificates and other documents with respect to such interests and perform all such other acts as may be necessary in order to perfect or to maintain the perfection of the Indenture Trustee’s security interest; and
(ii) make the necessary filings of financing statements or amendments thereto within thirty (30) days after the occurrence of any of the following: (A) any change in its entity name or any trade names, (B) any change in the location of its chief executive office or principal place of business or any change in its jurisdiction of formation, (C) any merger or consolidation or other change in its identity or structure and (D) any other change or occurrence that would make any financing statement or amendment thereto seriously misleading within the meaning of the UCC; and shall promptly notify the Indenture Trustee of any such filings.
Appears in 2 contracts
Samples: Servicing Agreement (Ally Auto Assets LLC), Servicing Agreement (Ally Auto Receivables Trust 2013-2)
Reserve Account. (a) There shall be established in the name of and maintained with the Indenture Trustee for the benefit of the Noteholders an Eligible Deposit Account known as the Ally Auto Receivables Trust 20172012-5 3 Reserve Account (the “Reserve Account”) to include the money and other property deposited and held therein pursuant to this Section 4.07(a) and Section 4.06(c). On the Closing Date, the Depositor shall cause the purchaser of the Notes to transfer an amount equal to the Reserve Account Deposit in immediately available funds into the Reserve Account. The Reserve Account shall constitute property of the Issuing Entity.
(b) If the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits therein or withdrawals therefrom on such Distribution Date) exceeds the Specified Reserve Account Balance for such Distribution Date, the Servicer shall instruct the Indenture Trustee to distribute an amount equal to any such excess to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis); it being understood that no such distribution from the Reserve Account shall be made to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis) unless the amount so on deposit in the Reserve Account exceeds such Specified Reserve Account Balance.
(c) [Reserved].
(d) Each of the Depositor and Servicer agrees to take or cause to be taken such further actions, to execute, deliver and file or cause to be authorized and executed, as applicable, delivered and filed such further documents and instruments (including any UCC financing statements or this Agreement) as may be determined to be necessary, in an Opinion of Counsel to the Depositor delivered to the Indenture Trustee, in order to perfect the interests created by this Section 4.07 and otherwise fully to effectuate the purposes, terms and conditions of this Section 4.07. The Depositor shall:
(i) promptly authorize or execute, as applicable, deliver and file any financing statements, amendments, continuation statements, assignments, certificates and other documents with respect to such interests and perform all such other acts as may be necessary in order to perfect or to maintain the perfection of the Indenture Trustee’s security interest; and
(ii) make the necessary filings of financing statements or amendments thereto within thirty (30) days after the occurrence of any of the following: (A) any change in its entity name or any trade names, (B) any change in the location of its chief executive office or principal place of business or any change in its jurisdiction of formation, (C) any merger or consolidation or other change in its identity or structure and (D) any other change or occurrence that would make any financing statement or amendment thereto seriously misleading within the meaning of the UCC; and shall promptly notify the Indenture Trustee of any such filings.
Appears in 2 contracts
Samples: Servicing Agreement (Ally Auto Receivables Trust 2012-3), Servicing Agreement (Ally Auto Receivables Trust 2012-3)
Reserve Account. (a) There shall be established in the name of and maintained with the Indenture Trustee for the benefit of the Noteholders an Eligible Deposit Account known as the Ally Auto Receivables Trust 20172018-5 2 Reserve Account (the “Reserve Account”) to include the money and other property deposited and held therein pursuant to this Section 4.07(a) and Section 4.06(c). On the Closing Date, the Depositor shall cause the purchaser of the Notes to transfer an amount equal to the Reserve Account Deposit in immediately available funds into the Reserve Account. The Reserve Account shall constitute property of the Issuing Entity.
(b) If the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits therein or withdrawals therefrom on such Distribution Date) exceeds the Specified Reserve Account Balance for such Distribution Date, the Servicer shall instruct the Indenture Trustee to distribute an amount equal to any such excess to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis); it being understood that no such distribution from the Reserve Account shall be made to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis) unless the amount so on deposit in the Reserve Account exceeds such Specified Reserve Account Balance.
(c) [Reserved].
(d) Each of the Depositor and Servicer agrees to take or cause to be taken such further actions, to execute, deliver and file or cause to be authorized and executed, as applicable, delivered and filed such further documents and instruments (including any UCC financing statements or this Agreement) as may be determined to be necessary, in an Opinion of Counsel to the Depositor delivered to the Indenture Trustee, in order to perfect the interests created by this Section 4.07 and otherwise fully to effectuate the purposes, terms and conditions of this Section 4.07. The Depositor shall:
(i) promptly authorize or execute, as applicable, deliver and file any financing statements, amendments, continuation statements, assignments, certificates and other documents with respect to such interests and perform all such other acts as may be necessary in order to perfect or to maintain the perfection of the Indenture Trustee’s security interest; and
(ii) make the necessary filings of financing statements or amendments thereto within thirty (30) days after the occurrence of any of the following: (A) any change in its entity name or any trade names, (B) any change in the location of its chief executive office or principal place of business or any change in its jurisdiction of formation, (C) any merger or consolidation or other change in its identity or structure and (D) any other change or occurrence that would make any financing statement or amendment thereto seriously misleading within the meaning of the UCC; and shall promptly notify the Indenture Trustee of any such filings.and
Appears in 2 contracts
Samples: Servicing Agreement (Ally Auto Receivables Trust 2018-2), Servicing Agreement (Ally Auto Receivables Trust 2018-2)
Reserve Account. (a) There shall be established in the name of and maintained with the Indenture Trustee for the benefit of the Noteholders an Eligible Deposit Account known as the Ally Auto Receivables Trust 20172012-5 2 Reserve Account (the “Reserve Account”) to include the money and other property deposited and held therein pursuant to this Section 4.07(a) and Section 4.06(c). On the Closing Date, the Depositor shall cause the purchaser of the Notes to transfer an amount equal to the Reserve Account Deposit in immediately available funds into the Reserve Account. The Reserve Account shall constitute property of the Issuing Entity.
(b) If the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits therein or withdrawals therefrom on such Distribution Date) exceeds the Specified Reserve Account Balance for such Distribution Date, the Servicer shall instruct the Indenture Trustee to distribute an amount equal to any such excess to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis)Certificateholder; it being understood that no such distribution from the Reserve Account shall be made to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis) Certificateholder unless the amount so on deposit in the Reserve Account exceeds such Specified Reserve Account Balance.
(c) [Reserved].
(d) Each of the Depositor and Servicer agrees to take or cause to be taken such further actions, to execute, deliver and file or cause to be authorized and executed, as applicable, delivered and filed such further documents and instruments (including any UCC financing statements or this Agreement) as may be determined to be necessary, in an Opinion of Counsel to the Depositor delivered to the Indenture Trustee, in order to perfect the interests created by this Section 4.07 and otherwise fully to effectuate the purposes, terms and conditions of this Section 4.07. The Depositor shall:
(i) promptly authorize or execute, as applicable, deliver and file any financing statements, amendments, continuation statements, assignments, certificates and other documents with respect to such interests and perform all such other acts as may be necessary in order to perfect or to maintain the perfection of the Indenture Trustee’s security interest; and
(ii) make the necessary filings of financing statements or amendments thereto within thirty (30) days after the occurrence of any of the following: (A) any change in its entity name or any trade names, (B) any change in the location of its chief executive office or principal place of business or any change in its jurisdiction of formation, (C) any merger or consolidation or other change in its identity or structure and (D) any other change or occurrence that would make any financing statement or amendment thereto seriously misleading within the meaning of the UCC; and shall promptly notify the Indenture Trustee of any such filings.
Appears in 2 contracts
Samples: Servicing Agreement (Ally Auto Receivables Trust 2012-2), Servicing Agreement (Ally Auto Receivables Trust 2012-2)
Reserve Account. (a) There In order to effectuate the subordination provided for herein and to assure that sufficient amounts to make required distributions to Certificateholders will be available, the Servicer shall be established establish and maintain an Eligible Deposit Account (the "Reserve Account"), bearing a designation clearly indicating that the funds deposited therein are held in the name of and maintained with the Indenture Trustee trust for the benefit of the Noteholders an Eligible Deposit Account known as the Ally Auto Receivables Trust 2017-5 Certificateholders. The Reserve Account (the “Reserve Account”) to will include the money and other property deposited and held therein pursuant to this Section 4.07(a5.06(e), 5.08(a) and Section 4.06(c)this Section. On or prior to the Closing Date, the Depositor Seller shall cause the purchaser of the Notes to transfer deposit an amount equal to the Reserve Account Initial Deposit in immediately available funds into the Reserve Account. The Reserve Account and the Reserve Account Property shall constitute property not be part of the Issuing EntityTrust, but instead will be held by the Trustee, as collateral agent, for the benefit of the Holders of the Certificates. The Seller hereby acknowledges that the Reserve Account Initial Deposit (and any investment earnings thereon) is owned directly by it, and the Seller hereby agrees to treat the same as its assets (and earnings) for federal income tax and all other purposes.
(b) If In order to give effect to the subordination provided for herein and to assure the availability of the amounts maintained in the Reserve Account, the Seller hereby sells, conveys and transfers to the Trustee, as collateral agent, and its successors and assigns, the Reserve Account Initial Deposit and all proceeds thereof and hereby pledges to the Trustee as collateral agent, and its successors and assigns, all other amounts deposited in or credited to the Reserve Account from time to time under this Agreement, all Eligible Investments made with amounts on deposit therein, all earnings and distributions thereon and proceeds thereof (other than proceeds constituting net investment earnings attributable to the Reserve Account Property) subject, however, to the limitations set forth below, and solely for the purpose of securing and providing for payment of the Class [A] Distributable Amount and the Class [B] Distributable Amount in accordance with Section 5.06 and this Section (all the foregoing, subject to the limitations set forth below, the "Reserve Account Property"), to have and to hold all the aforesaid property, rights and privileges unto the Trustee, its successors and assigns, in trust for the uses and purposes, and subject to the terms and provisions, set forth in this Section. The Trustee hereby acknowledges such transfer and accepts the trusts hereunder and shall hold and distribute the Reserve Account Property in accordance with the terms and provisions of this Section.
(c) Consistent with the limited purposes for which such trust is granted, the amounts on deposit in the Reserve Account on each Distribution Date shall be available for distribution as provided in Section 5.06, in accordance with and subject to the following: if the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits therein or thereto and withdrawals therefrom on such Distribution Date) exceeds is greater than the Specified Reserve Account Balance for such Distribution DateBalance, the Servicer Trustee shall instruct release and distribute all such amounts to the Indenture Trustee to distribute an amount equal to Seller. Upon any such excess to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis); it being understood that no such distribution from the Reserve Account shall be made to Seller, the Certificateholders (will have no further rights in, or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreementclaims to, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis) unless the amount so on deposit in the Reserve Account exceeds such Specified Reserve Account Balanceamounts.
(c) [Reserved].
(d) Each of the Depositor and Servicer agrees to take or cause to be taken such further actions, to execute, deliver and file or cause to be authorized and executed, as applicable, delivered and filed such further documents and instruments (including any UCC financing statements or this Agreement) as may be determined to be necessary, in an Opinion of Counsel to the Depositor delivered to the Indenture Trustee, in order to perfect the interests created by this Section 4.07 and otherwise fully to effectuate the purposes, terms and conditions of this Section 4.07. The Depositor shall:
(i) promptly authorize or execute, as applicable, deliver and file any financing statements, amendments, continuation statements, assignments, certificates and other documents with respect to such interests and perform all such other acts as may be necessary in order to perfect or to maintain the perfection of the Indenture Trustee’s security interest; and
(ii) make the necessary filings of financing statements or amendments thereto within thirty (30) days after the occurrence of any of the following: (A) any change in its entity name or any trade names, (B) any change in the location of its chief executive office or principal place of business or any change in its jurisdiction of formation, (C) any merger or consolidation or other change in its identity or structure and (D) any other change or occurrence that would make any financing statement or amendment thereto seriously misleading within the meaning of the UCC; and shall promptly notify the Indenture Trustee of any such filings.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (National City Bank /), Pooling and Servicing Agreement (Usaa Acceptance LLC)
Reserve Account. (a) There shall be established in the name of and maintained with the Indenture Trustee for the benefit of the Noteholders an Eligible Deposit Account known as the Ally Auto Receivables Trust 20172010-5 4 Reserve Account (the “Reserve Account”) to include the money and other property deposited and held therein pursuant to this Section 4.07(a) and Section 4.06(c). On the Closing Date, the Depositor shall cause the purchaser of the Notes to transfer an amount equal to deposit the Reserve Account Deposit in immediately available funds into the Reserve Account. The Reserve Account shall constitute property of the Issuing Entity.
(b) If the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits therein or withdrawals therefrom on such Distribution Date) exceeds the Specified Reserve Account Balance for such Distribution Date, the Servicer shall instruct the Indenture Trustee to distribute an amount equal to any such excess to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis)Certificateholder; it being understood that no such distribution from the Reserve Account shall be made to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis) Certificateholder unless the amount so on deposit in the Reserve Account exceeds such Specified Reserve Account Balance.
(c) [Reserved].
(d) Each of the Depositor and Servicer agrees to take or cause to be taken such further actions, to execute, deliver and file or cause to be authorized and executed, as applicable, delivered and filed such further documents and instruments (including any UCC financing statements or this Agreement) as may be determined to be necessary, in an Opinion of Counsel to the Depositor delivered to the Indenture Trustee, in order to perfect the interests created by this Section 4.07 and otherwise fully to effectuate the purposes, terms and conditions of this Section 4.07. The Depositor shall:
(i) promptly authorize or and execute, as applicable, deliver and file any financing statements, amendments, continuation statements, assignments, certificates and other documents with respect to such interests and perform all such other acts as may be necessary in order to perfect or to maintain the perfection of the Indenture Trustee’s security interest; and
(ii) make the necessary filings of financing statements or amendments thereto within thirty (30) days after the occurrence of any of the following: (A) any change in its entity name or any trade names, (B) any change in the location of its chief executive office or principal place of business or any change in its jurisdiction of formation, (C) any merger or consolidation or other change in its identity or structure and (D) any other change or occurrence that would make any financing statement or amendment thereto seriously misleading within the meaning of the UCC; and shall promptly notify the Indenture Trustee of any such filings.
Appears in 2 contracts
Samples: Trust Sale and Servicing Agreement (Ally Auto Receivables Trust 2010-4), Trust Sale and Servicing Agreement (Ally Auto Receivables Trust 2010-4)
Reserve Account. (a) There shall be established in the name of and maintained with the Indenture Trustee for the benefit of the Noteholders an Eligible Deposit Account known as the Ally Auto Receivables Trust 20172019-5 3 Reserve Account (the “Reserve Account”) to include the money and other property deposited and held therein pursuant to this Section 4.07(a) and Section 4.06(c). On the Closing Date, the Depositor shall cause the purchaser of the Notes to transfer an amount equal to the Reserve Account Deposit in immediately available funds into the Reserve Account. The Reserve Account shall constitute property of the Issuing Entity.
(b) If the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits therein or withdrawals therefrom on such Distribution Date) exceeds the Specified Reserve Account Balance for such Distribution Date, the Servicer shall instruct the Indenture Trustee to distribute an amount equal to any such excess to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis); it being understood that no such distribution from the Reserve Account shall be made to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis) unless the amount so on deposit in the Reserve Account exceeds such Specified Reserve Account Balance.
(c) [Reserved].
(d) Each of the Depositor and Servicer agrees to take or cause to be taken such further actions, to execute, deliver and file or cause to be authorized and executed, as applicable, delivered and filed such further documents and instruments (including any UCC financing statements or this Agreement) as may be determined to be necessary, in an Opinion of Counsel to the Depositor delivered to the Indenture Trustee, in order to perfect the interests created by this Section 4.07 and otherwise fully to effectuate the purposes, terms and conditions of this Section 4.07. The Depositor shall:
(i) promptly authorize or execute, as applicable, deliver and file any financing statements, amendments, continuation statements, assignments, certificates and other documents with respect to such interests and perform all such other acts as may be necessary in order to perfect or to maintain the perfection of the Indenture Trustee’s security interest; and
(ii) make the necessary filings of financing statements or amendments thereto within thirty (30) days after the occurrence of any of the following: (A) any change in its entity name or any trade names, (B) any change in the location of its chief executive office or principal place of business or any change in its jurisdiction of formation, (C) any merger or consolidation or other change in its identity or structure and (D) any other change or occurrence that would make any financing statement or amendment thereto seriously misleading within the meaning of the UCC; and shall promptly notify the Indenture Trustee of any such filings.and
Appears in 2 contracts
Samples: Servicing Agreement (Ally Auto Receivables Trust 2019-3), Servicing Agreement (Ally Auto Receivables Trust 2019-3)
Reserve Account. (a) There shall be established with U.S. Bank National Association, in the name of and maintained with the Indenture Trustee for the benefit of the Noteholders an Eligible Deposit Account known as the Ally Auto Receivables Trust 20172023-5 1 Reserve Account (the “Reserve Account”) to include the money and other property deposited and held therein pursuant to this Section 4.07(a) and Section 4.06(c). On the Closing Date, the Depositor shall cause the purchaser of the Notes to transfer an amount equal to the Reserve Account Deposit in immediately available funds into the Reserve Account. The Reserve Account shall constitute property of the Issuing Entity.
(b) If the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits therein or withdrawals therefrom on such Distribution Date) exceeds the Specified Reserve Account Balance for such Distribution Date, the Servicer shall instruct the Indenture Trustee to distribute an amount equal to any such excess to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis); it being understood that no such distribution from the Reserve Account shall be made to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis) unless the amount so on deposit in the Reserve Account exceeds such Specified Reserve Account Balance.
(c) [Reserved].
(d) Each of the Depositor and Servicer agrees to take or cause to be taken such further actions, to execute, deliver and file or cause to be authorized and executed, as applicable, delivered and filed such further documents and instruments (including any UCC financing statements or this Agreement) as may be determined to be necessary, in an Opinion of Counsel to the Depositor delivered to the Indenture Trustee, in order to perfect the interests created by this Section 4.07 and otherwise fully to effectuate the purposes, terms and conditions of this Section 4.07. The Depositor shall:
(i) promptly authorize or execute, as applicable, deliver and file any financing statements, amendments, continuation statements, assignments, certificates and other documents with respect to such interests and perform all such other acts as may be necessary in order to perfect or to maintain the perfection of the Indenture Trustee’s security interest; and
(ii) make the necessary filings of financing statements or amendments thereto within thirty (30) days after the occurrence of any of the following: (A) any change in its entity name or any trade names, (B) any change in the location of its chief executive office or principal place of business or any change in its jurisdiction of formation, (C) any merger or consolidation or other change in its identity or structure and (D) any other change or occurrence that would make any financing statement or amendment thereto seriously misleading within the meaning of the UCC; and shall promptly notify the Indenture Trustee of any such filings.
Appears in 2 contracts
Samples: Servicing Agreement (Ally Auto Receivables Trust 2023-1), Servicing Agreement (Ally Auto Receivables Trust 2023-1)
Reserve Account. (a) There shall be established in the name of and maintained with the Indenture Trustee for the benefit of the Noteholders an Eligible Deposit Account known as the Ally Auto Receivables Trust 20172014-5 1 Reserve Account (the “Reserve Account”) to include the money and other property deposited and held therein pursuant to this Section 4.07(a) and Section 4.06(c). On the Closing Date, the Depositor shall cause the purchaser of the Notes to transfer an amount equal to the Reserve Account Deposit in immediately available funds into the Reserve Account. The Reserve Account shall constitute property of the Issuing Entity.
(b) If the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits therein or withdrawals therefrom on such Distribution Date) exceeds the Specified Reserve Account Balance for such Distribution Date, the Servicer shall instruct the Indenture Trustee to distribute an amount equal to any such excess to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis); it being understood that no such distribution from the Reserve Account shall be made to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis) unless the amount so on deposit in the Reserve Account exceeds such Specified Reserve Account Balance.
(c) [Reserved].
(d) Each of the Depositor and Servicer agrees to take or cause to be taken such further actions, to execute, deliver and file or cause to be authorized and executed, as applicable, delivered and filed such further documents and instruments (including any UCC financing statements or this Agreement) as may be determined to be necessary, in an Opinion of Counsel to the Depositor delivered to the Indenture Trustee, in order to perfect the interests created by this Section 4.07 and otherwise fully to effectuate the purposes, terms and conditions of this Section 4.07. The Depositor shall:
(i) promptly authorize or execute, as applicable, deliver and file any financing statements, amendments, continuation statements, assignments, certificates and other documents with respect to such interests and perform all such other acts as may be necessary in order to perfect or to maintain the perfection of the Indenture Trustee’s security interest; and
(ii) make the necessary filings of financing statements or amendments thereto within thirty (30) days after the occurrence of any of the following: (A) any change in its entity name or any trade names, (B) any change in the location of its chief executive office or principal place of business or any change in its jurisdiction of formation, (C) any merger or consolidation or other change in its identity or structure and (D) any other change or occurrence that would make any financing statement or amendment thereto seriously misleading within the meaning of the UCC; and shall promptly notify the Indenture Trustee of any such filings.
Appears in 2 contracts
Samples: Servicing Agreement (Ally Auto Receivables Trust 2014-1), Servicing Agreement (Ally Auto Receivables Trust 2014-1)
Reserve Account. (a) There shall be established in the name of and maintained with the Indenture Trustee for the benefit of the Noteholders an Eligible Deposit Account known as the Ally Capital Auto Receivables Asset Trust 2017-5 [ ] Reserve Account (the “Reserve Account”) to include the money and other property deposited and held therein pursuant to this Section 4.07(a), Section 4.06(c) and Section 4.06(c4.06(d). On the [Initial] Closing Date, the Depositor shall cause the purchaser of the Notes to transfer an amount equal to deposit the Reserve Account [Initial] Deposit in immediately available funds into the Reserve Account. The Reserve Account shall constitute property of the Issuing Entity.
(b) If the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits therein or withdrawals therefrom on such Distribution Date) exceeds the Specified Reserve Account Balance for such Distribution Date, the Servicer shall instruct the Indenture Trustee to distribute an amount equal to any such excess to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis); it being understood that no such distribution from the Reserve Account shall be made to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis) unless the amount so on deposit in the Reserve Account exceeds such Specified Reserve Account Balance.
(c) [ReservedThe Depositor, at its option, shall be entitled to make deposits into the Reserve Account; provided, that the aggregate amount of such deposits shall not exceed [5.0]% of the Initial Aggregate Receivables Principal Balance.].
(d) Each of the Depositor and Servicer agrees to take or cause to be taken such further actions, to execute, deliver and file or cause to be authorized and executed, as applicable, delivered and filed such further documents and instruments (including any UCC financing statements or this Agreement) as may be determined to be necessary, in an Opinion of Counsel to the Depositor delivered to the Indenture Trustee, in order to perfect the interests created by this Section 4.07 and otherwise fully to effectuate the purposes, terms and conditions of this Section 4.07. The Depositor shall:
(i) promptly authorize or execute, as applicable, deliver and file any financing statements, amendments, continuation statements, assignments, certificates and other documents with respect to such interests and perform all such other acts as may be necessary in order to perfect or to maintain the perfection of the Indenture Trustee’s security interest; and
(ii) make the necessary filings of financing statements or amendments thereto within thirty (30) days after the occurrence of any of the following: (A) any change in its entity name or any trade names, (B) any change in the location of its chief executive office or principal place of business or any change in its jurisdiction of formation, (C) any merger or consolidation or other change in its identity or structure and (D) any other change or occurrence that would make any financing statement or amendment thereto seriously misleading within the meaning of the UCC; and shall promptly notify the Indenture Trustee of any such filings.
Appears in 2 contracts
Samples: Trust Sale and Servicing Agreement (Capital Auto Receivables LLC), Trust Sale and Servicing Agreement (Capital Auto Receivables LLC)
Reserve Account. (a) There shall be established in the name of and maintained with the Indenture Trustee for the benefit of the Noteholders an Eligible Deposit Account known as the Ally Auto Receivables Trust 20172014-5 2 Reserve Account (the “Reserve Account”) to include the money and other property deposited and held therein pursuant to this Section 4.07(a) and Section 4.06(c). On the Closing Date, the Depositor shall cause the purchaser of the Notes to transfer an amount equal to the Reserve Account Deposit in immediately available funds into the Reserve Account. The Reserve Account shall constitute property of the Issuing Entity.
(b) If the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits therein or withdrawals therefrom on such Distribution Date) exceeds the Specified Reserve Account Balance for such Distribution Date, the Servicer shall instruct the Indenture Trustee to distribute an amount equal to any such excess to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis); it being understood that no such distribution from the Reserve Account shall be made to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis) unless the amount so on deposit in the Reserve Account exceeds such Specified Reserve Account Balance.
(c) [Reserved].
(d) Each of the Depositor and Servicer agrees to take or cause to be taken such further actions, to execute, deliver and file or cause to be authorized and executed, as applicable, delivered and filed such further documents and instruments (including any UCC financing statements or this Agreement) as may be determined to be necessary, in an Opinion of Counsel to the Depositor delivered to the Indenture Trustee, in order to perfect the interests created by this Section 4.07 and otherwise fully to effectuate the purposes, terms and conditions of this Section 4.07. The Depositor shall:
(i) promptly authorize or execute, as applicable, deliver and file any financing statements, amendments, continuation statements, assignments, certificates and other documents with respect to such interests and perform all such other acts as may be necessary in order to perfect or to maintain the perfection of the Indenture Trustee’s security interest; and
(ii) make the necessary filings of financing statements or amendments thereto within thirty (30) days after the occurrence of any of the following: (A) any change in its entity name or any trade names, (B) any change in the location of its chief executive office or principal place of business or any change in its jurisdiction of formation, (C) any merger or consolidation or other change in its identity or structure and (D) any other change or occurrence that would make any financing statement or amendment thereto seriously misleading within the meaning of the UCC; and shall promptly notify the Indenture Trustee of any such filings.
Appears in 2 contracts
Samples: Servicing Agreement (Ally Auto Receivables Trust 2014-2), Servicing Agreement (Ally Auto Receivables Trust 2014-2)
Reserve Account. (a) There shall be established in the name of and maintained with the Indenture Trustee for the benefit of the Noteholders an Eligible Deposit Account known as the Ally Capital Auto Receivables Asset Trust 20172013-5 4 Reserve Account (the “Reserve Account”) to include the money and other property deposited and held therein pursuant to this Section 4.07(a), Section 4.06(c) and Section 4.06(c4.06(d). On the Initial Closing Date, the Depositor shall cause the purchaser of the Notes to transfer an amount equal to deposit the Reserve Account Initial Deposit in immediately available funds into the Reserve Account. The Reserve Account shall constitute property of the Issuing Entity.
(b) If the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits therein or withdrawals therefrom on such Distribution Date) exceeds the Specified Reserve Account Balance for such Distribution Date, the Servicer shall instruct the Indenture Trustee to distribute an amount equal to any such excess to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis); it being understood that no such distribution from the Reserve Account shall be made to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis) unless the amount so on deposit in the Reserve Account exceeds such Specified Reserve Account Balance.
(c) [Reserved]The Depositor, at its option, shall be entitled to make deposits into the Reserve Account; provided, that the aggregate amount of such deposits shall not exceed 5.0% of the Initial Aggregate Receivables Principal Balance.
(d) Each of the Depositor and Servicer agrees to take or cause to be taken such further actions, to execute, deliver and file or cause to be authorized and executed, as applicable, delivered and filed such further documents and instruments (including any UCC financing statements or this Agreement) as may be determined to be necessary, in an Opinion of Counsel to the Depositor delivered to the Indenture Trustee, in order to perfect the interests created by this Section 4.07 and otherwise fully to effectuate the purposes, terms and conditions of this Section 4.07. The Depositor shall:
(i) promptly authorize or execute, as applicable, deliver and file any financing statements, amendments, continuation statements, assignments, certificates and other documents with respect to such interests and perform all such other acts as may be necessary in order to perfect or to maintain the perfection of the Indenture Trustee’s security interest; and
(ii) make the necessary filings of financing statements or amendments thereto within thirty (30) days after the occurrence of any of the following: (A) any change in its entity name or any trade names, (B) any change in the location of its chief executive office or principal place of business or any change in its jurisdiction of formation, (C) any merger or consolidation or other change in its identity or structure and (D) any other change or occurrence that would make any financing statement or amendment thereto seriously misleading within the meaning of the UCC; and shall promptly notify the Indenture Trustee of any such filings.
Appears in 2 contracts
Samples: Trust Sale and Servicing Agreement (Capital Auto Receivables Asset Trust 2013-4), Trust Sale and Servicing Agreement (Capital Auto Receivables Asset Trust 2013-4)
Reserve Account. (a) There shall be established in the name of and maintained with the Indenture Trustee for the benefit of the Noteholders an Eligible Deposit Account known as the Ally Auto Receivables Trust 20172010-5 2 Reserve Account (the “Reserve Account”) to include the money and other property deposited and held therein pursuant to this Section 4.07(a) and Section 4.06(c). On the Closing Date, the Depositor shall cause the purchaser of the Notes to transfer an amount equal to deposit the Reserve Account Deposit in immediately available funds into the Reserve Account. The Reserve Account shall constitute property of the Issuing Entity.
(b) If the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits therein or withdrawals therefrom on such Distribution Date) exceeds the Specified Reserve Account Balance for such Distribution Date, the Servicer shall instruct the Indenture Trustee to distribute an amount equal to any such excess to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis)Certificateholder; it being understood that no such distribution from the Reserve Account shall be made to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis) Certificateholder unless the amount so on deposit in the Reserve Account exceeds such Specified Reserve Account Balance.
(c) [Reserved].
(d) Each of the Depositor and Servicer agrees to take or cause to be taken such further actions, to execute, deliver and file or cause to be authorized and executed, as applicable, delivered and filed such further documents and instruments (including any UCC financing statements or this Agreement) as may be determined to be necessary, in an Opinion of Counsel to the Depositor delivered to the Indenture Trustee, in order to perfect the interests created by this Section 4.07 and otherwise fully to effectuate the purposes, terms and conditions of this Section 4.07. The Depositor shall:
(i) promptly authorize or and execute, as applicable, deliver and file any financing statements, amendments, continuation statements, assignments, certificates and other documents with respect to such interests and perform all such other acts as may be necessary in order to perfect or to maintain the perfection of the Indenture Trustee’s security interest; and
(ii) make the necessary filings of financing statements or amendments thereto within thirty (30) days after the occurrence of any of the following: (A) any change in its entity name or any trade names, (B) any change in the location of its chief executive office or principal place of business or any change in its jurisdiction of formation, (C) any merger or consolidation or other change in its identity or structure and (D) any other change or occurrence that would make any financing statement or amendment thereto seriously misleading within the meaning of the UCC; and shall promptly notify the Indenture Trustee of any such filings.
Appears in 2 contracts
Samples: Trust Sale and Servicing Agreement (Ally Auto Receivables Trust 2010-2), Trust Sale and Servicing Agreement (Ally Auto Receivables Trust 2010-2)
Reserve Account. (a) There shall be established in the name of and maintained with the Indenture Trustee for the benefit of the Noteholders an Eligible Deposit Account known as the Ally Auto Receivables Trust 20172015-5 2 Reserve Account (the “Reserve Account”) to include the money and other property deposited and held therein pursuant to this Section 4.07(a) and Section 4.06(c). On the Closing Date, the Depositor shall cause the purchaser of the Notes to transfer an amount equal to the Reserve Account Deposit in immediately available funds into the Reserve Account. The Reserve Account shall constitute property of the Issuing Entity.
(b) If the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits therein or withdrawals therefrom on such Distribution Date) exceeds the Specified Reserve Account Balance for such Distribution Date, the Servicer shall instruct the Indenture Trustee to distribute an amount equal to any such excess to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis); it being understood that no such distribution from the Reserve Account shall be made to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis) unless the amount so on deposit in the Reserve Account exceeds such Specified Reserve Account Balance.
(c) [Reserved].
(d) Each of the Depositor and Servicer agrees to take or cause to be taken such further actions, to execute, deliver and file or cause to be authorized and executed, as applicable, delivered and filed such further documents and instruments (including any UCC financing statements or this Agreement) as may be determined to be necessary, in an Opinion of Counsel to the Depositor delivered to the Indenture Trustee, in order to perfect the interests created by this Section 4.07 and otherwise fully to effectuate the purposes, terms and conditions of this Section 4.07. The Depositor shall:
(i) promptly authorize or execute, as applicable, deliver and file any financing statements, amendments, continuation statements, assignments, certificates and other documents with respect to such interests and perform all such other acts as may be necessary in order to perfect or to maintain the perfection of the Indenture Trustee’s security interest; and
(ii) make the necessary filings of financing statements or amendments thereto within thirty (30) days after the occurrence of any of the following: (A) any change in its entity name or any trade names, (B) any change in the location of its chief executive office or principal place of business or any change in its jurisdiction of formation, (C) any merger or consolidation or other change in its identity or structure and (D) any other change or occurrence that would make any financing statement or amendment thereto seriously misleading within the meaning of the UCC; and shall promptly notify the Indenture Trustee of any such filings.
Appears in 2 contracts
Samples: Servicing Agreement (Ally Auto Receivables Trust 2015-2), Servicing Agreement (Ally Auto Receivables Trust 2015-2)
Reserve Account. (a) There shall be established in the name of and maintained with the Indenture Trustee for the benefit of the Noteholders an Eligible Deposit Account known as the Ally Auto Receivables Trust 20172016-5 2 Reserve Account (the “Reserve Account”) to include the money and other property deposited and held therein pursuant to this Section 4.07(a) and Section 4.06(c). On the Closing Date, the Depositor shall cause the purchaser of the Notes to transfer an amount equal to the Reserve Account Deposit in immediately available funds into the Reserve Account. The Reserve Account shall constitute property of the Issuing Entity.
(b) If the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits therein or withdrawals therefrom on such Distribution Date) exceeds the Specified Reserve Account Balance for such Distribution Date, the Servicer shall instruct the Indenture Trustee to distribute an amount equal to any such excess to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis); it being understood that no such distribution from the Reserve Account shall be made to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis) unless the amount so on deposit in the Reserve Account exceeds such Specified Reserve Account Balance.
(c) [Reserved].
(d) Each of the Depositor and Servicer agrees to take or cause to be taken such further actions, to execute, deliver and file or cause to be authorized and executed, as applicable, delivered and filed such further documents and instruments (including any UCC financing statements or this Agreement) as may be determined to be necessary, in an Opinion of Counsel to the Depositor delivered to the Indenture Trustee, in order to perfect the interests created by this Section 4.07 and otherwise fully to effectuate the purposes, terms and conditions of this Section 4.07. The Depositor shall:
(i) promptly authorize or execute, as applicable, deliver and file any financing statements, amendments, continuation statements, assignments, certificates and other documents with respect to such interests and perform all such other acts as may be necessary in order to perfect or to maintain the perfection of the Indenture Trustee’s security interest; and
(ii) make the necessary filings of financing statements or amendments thereto within thirty (30) days after the occurrence of any of the following: (A) any change in its entity name or any trade names, (B) any change in the location of its chief executive office or principal place of business or any change in its jurisdiction of formation, (C) any merger or consolidation or other change in its identity or structure and (D) any other change or occurrence that would make any financing statement or amendment thereto seriously misleading within the meaning of the UCC; and shall promptly notify the Indenture Trustee of any such filings.
Appears in 2 contracts
Samples: Servicing Agreement (Ally Auto Receivables Trust 2016-2), Servicing Agreement (Ally Auto Receivables Trust 2016-2)
Reserve Account. (a) There shall be established in the name of and maintained with the Indenture Trustee for the benefit of the Noteholders an Eligible Deposit Account known as the Ally Auto Receivables Trust 20172015-5 1 Reserve Account (the “Reserve Account”) to include the money and other property deposited and held therein pursuant to this Section 4.07(a) and Section 4.06(c). On the Closing Date, the Depositor shall cause the purchaser of the Notes to transfer an amount equal to the Reserve Account Deposit in immediately available funds into the Reserve Account. The Reserve Account shall constitute property of the Issuing Entity.
(b) If the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits therein or withdrawals therefrom on such Distribution Date) exceeds the Specified Reserve Account Balance for such Distribution Date, the Servicer shall instruct the Indenture Trustee to distribute an amount equal to any such excess to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis); it being understood that no such distribution from the Reserve Account shall be made to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis) unless the amount so on deposit in the Reserve Account exceeds such Specified Reserve Account Balance.
(c) [Reserved].
(d) Each of the Depositor and Servicer agrees to take or cause to be taken such further actions, to execute, deliver and file or cause to be authorized and executed, as applicable, delivered and filed such further documents and instruments (including any UCC financing statements or this Agreement) as may be determined to be necessary, in an Opinion of Counsel to the Depositor delivered to the Indenture Trustee, in order to perfect the interests created by this Section 4.07 and otherwise fully to effectuate the purposes, terms and conditions of this Section 4.07. The Depositor shall:
(i) promptly authorize or execute, as applicable, deliver and file any financing statements, amendments, continuation statements, assignments, certificates and other documents with respect to such interests and perform all such other acts as may be necessary in order to perfect or to maintain the perfection of the Indenture Trustee’s security interest; and
(ii) make the necessary filings of financing statements or amendments thereto within thirty (30) days after the occurrence of any of the following: (A) any change in its entity name or any trade names, (B) any change in the location of its chief executive office or principal place of business or any change in its jurisdiction of formation, (C) any merger or consolidation or other change in its identity or structure and (D) any other change or occurrence that would make any financing statement or amendment thereto seriously misleading within the meaning of the UCC; and shall promptly notify the Indenture Trustee of any such filings.
Appears in 2 contracts
Samples: Servicing Agreement (Ally Auto Receivables Trust 2015-1), Servicing Agreement (Ally Auto Receivables Trust 2015-1)
Reserve Account. (a) There shall be established in the name of and maintained with the Indenture Trustee for the benefit of the Noteholders an Eligible Deposit Account known as the Ally Capital Auto Receivables Asset Trust 20172014-5 3 Reserve Account (the “Reserve Account”) to include the money and other property deposited and held therein pursuant to this Section 4.07(a), Section 4.06(c) and Section 4.06(c4.06(d). On the Initial Closing Date, the Depositor shall cause the purchaser of the Notes to transfer an amount equal to deposit the Reserve Account Initial Deposit in immediately available funds into the Reserve Account. The Reserve Account shall constitute property of the Issuing Entity.
(b) If the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits therein or withdrawals therefrom on such Distribution Date) exceeds the Specified Reserve Account Balance for such Distribution Date, the Servicer shall instruct the Indenture Trustee to distribute an amount equal to any such excess to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis); it being understood that no such distribution from the Reserve Account shall be made to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis) unless the amount so on deposit in the Reserve Account exceeds such Specified Reserve Account Balance.
(c) [Reserved]The Depositor, at its option, shall be entitled to make deposits into the Reserve Account; provided, that the aggregate amount of such deposits shall not exceed 5.0% of the Initial Aggregate Receivables Principal Balance.
(d) Each of the Depositor and Servicer agrees to take or cause to be taken such further actions, to execute, deliver and file or cause to be authorized and executed, as applicable, delivered and filed such further documents and instruments (including any UCC financing statements or this Agreement) as may be determined to be necessary, in an Opinion of Counsel to the Depositor delivered to the Indenture Trustee, in order to perfect the interests created by this Section 4.07 and otherwise fully to effectuate the purposes, terms and conditions of this Section 4.07. The Depositor shall:
(i) promptly authorize or execute, as applicable, deliver and file any financing statements, amendments, continuation statements, assignments, certificates and other documents with respect to such interests and perform all such other acts as may be necessary in order to perfect or to maintain the perfection of the Indenture Trustee’s security interest; and
(ii) make the necessary filings of financing statements or amendments thereto within thirty (30) days after the occurrence of any of the following: (A) any change in its entity name or any trade names, (B) any change in the location of its chief executive office or principal place of business or any change in its jurisdiction of formation, (C) any merger or consolidation or other change in its identity or structure and (D) any other change or occurrence that would make any financing statement or amendment thereto seriously misleading within the meaning of the UCC; and shall promptly notify the Indenture Trustee of any such filings.
Appears in 2 contracts
Samples: Trust Sale and Servicing Agreement (Capital Auto Receivables Asset Trust 2014-3), Trust Sale and Servicing Agreement (Capital Auto Receivables Asset Trust 2014-3)
Reserve Account. (a) There shall be established in the name of and maintained with the Indenture Trustee for the benefit of the Noteholders an Eligible Deposit Account known as the Ally Auto Receivables Trust 20172010-5 3 Reserve Account (the “Reserve Account”) to include the money and other property deposited and held therein pursuant to this Section 4.07(a) and Section 4.06(c). On the Closing Date, the Depositor shall cause the purchaser of the Notes to transfer an amount equal to deposit the Reserve Account Deposit in immediately available funds into the Reserve Account. The Reserve Account shall constitute property of the Issuing Entity.
(b) If the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits therein or withdrawals therefrom on such Distribution Date) exceeds the Specified Reserve Account Balance for such Distribution Date, the Servicer shall instruct the Indenture Trustee to distribute an amount equal to any such excess to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis)Certificateholder; it being understood that no such distribution from the Reserve Account shall be made to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis) Certificateholder unless the amount so on deposit in the Reserve Account exceeds such Specified Reserve Account Balance.
(c) [Reserved].
(d) Each of the Depositor and Servicer agrees to take or cause to be taken such further actions, to execute, deliver and file or cause to be authorized and executed, as applicable, delivered and filed such further documents and instruments (including any UCC financing statements or this Agreement) as may be determined to be necessary, in an Opinion of Counsel to the Depositor delivered to the Indenture Trustee, in order to perfect the interests created by this Section 4.07 and otherwise fully to effectuate the purposes, terms and conditions of this Section 4.07. The Depositor shall:
(i) promptly authorize or and execute, as applicable, deliver and file any financing statements, amendments, continuation statements, assignments, certificates and other documents with respect to such interests and perform all such other acts as may be necessary in order to perfect or to maintain the perfection of the Indenture Trustee’s security interest; and
(ii) make the necessary filings of financing statements or amendments thereto within thirty (30) days after the occurrence of any of the following: (A) any change in its entity name or any trade names, (B) any change in the location of its chief executive office or principal place of business or any change in its jurisdiction of formation, (C) any merger or consolidation or other change in its identity or structure and (D) any other change or occurrence that would make any financing statement or amendment thereto seriously misleading within the meaning of the UCC; and shall promptly notify the Indenture Trustee of any such filings.
Appears in 2 contracts
Samples: Trust Sale and Servicing Agreement (Ally Auto Receivables Trust 2010-3), Trust Sale and Servicing Agreement (Ally Auto Receivables Trust 2010-3)
Reserve Account. (a) There shall be established in the name of and maintained with the Indenture Trustee for the benefit of the Noteholders an Eligible Deposit Account known as the Ally Capital Auto Receivables Asset Trust 20172013-5 2 Reserve Account (the “Reserve Account”) to include the money and other property deposited and held therein pursuant to this Section 4.07(a), Section 4.06(c) and Section 4.06(c4.06(d). On the Initial Closing Date, the Depositor shall cause the purchaser of the Notes to transfer an amount equal to deposit the Reserve Account Initial Deposit in immediately available funds into the Reserve Account. The Reserve Account shall constitute property of the Issuing Entity.
(b) If the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits therein or withdrawals therefrom on such Distribution Date) exceeds the Specified Reserve Account Balance for such Distribution Date, the Servicer shall instruct the Indenture Trustee to distribute an amount equal to any such excess to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis); it being understood that no such distribution from the Reserve Account shall be made to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis) unless the amount so on deposit in the Reserve Account exceeds such Specified Reserve Account Balance.
(c) [Reserved]The Depositor, at its option, shall be entitled to make deposits into the Reserve Account; provided, that the aggregate amount of such deposits shall not exceed 5.0% of the Initial Aggregate Receivables Principal Balance.
(d) Each of the Depositor and Servicer agrees to take or cause to be taken such further actions, to execute, deliver and file or cause to be authorized and executed, as applicable, delivered and filed such further documents and instruments (including any UCC financing statements or this Agreement) as may be determined to be necessary, in an Opinion of Counsel to the Depositor delivered to the Indenture Trustee, in order to perfect the interests created by this Section 4.07 and otherwise fully to effectuate the purposes, terms and conditions of this Section 4.07. The Depositor shall:
(i) promptly authorize or execute, as applicable, deliver and file any financing statements, amendments, continuation statements, assignments, certificates and other documents with respect to such interests and perform all such other acts as may be necessary in order to perfect or to maintain the perfection of the Indenture Trustee’s security interest; and
(ii) make the necessary filings of financing statements or amendments thereto within thirty (30) days after the occurrence of any of the following: (A) any change in its entity name or any trade names, (B) any change in the location of its chief executive office or principal place of business or any change in its jurisdiction of formation, (C) any merger or consolidation or other change in its identity or structure and (D) any other change or occurrence that would make any financing statement or amendment thereto seriously misleading within the meaning of the UCC; and shall promptly notify the Indenture Trustee of any such filings.
Appears in 2 contracts
Samples: Trust Sale and Servicing Agreement (Capital Auto Receivables LLC), Trust Sale and Servicing Agreement (Capital Auto Receivables LLC)
Reserve Account. (a) There shall be established in the name of and maintained with the Indenture Trustee for the benefit of the Noteholders an Eligible Deposit Account known as the Ally Capital Auto Receivables Asset Trust 20172014-5 1 Reserve Account (the “Reserve Account”) to include the money and other property deposited and held therein pursuant to this Section 4.07(a), Section 4.06(c) and Section 4.06(c4.06(d). On the Initial Closing Date, the Depositor shall cause the purchaser of the Notes to transfer an amount equal to deposit the Reserve Account Initial Deposit in immediately available funds into the Reserve Account. The Reserve Account shall constitute property of the Issuing Entity.
(b) If the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits therein or withdrawals therefrom on such Distribution Date) exceeds the Specified Reserve Account Balance for such Distribution Date, the Servicer shall instruct the Indenture Trustee to distribute an amount equal to any such excess to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis); it being understood that no such distribution from the Reserve Account shall be made to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis) unless the amount so on deposit in the Reserve Account exceeds such Specified Reserve Account Balance.
(c) [Reserved]The Depositor, at its option, shall be entitled to make deposits into the Reserve Account; provided, that the aggregate amount of such deposits shall not exceed 5.0% of the Initial Aggregate Receivables Principal Balance.
(d) Each of the Depositor and Servicer agrees to take or cause to be taken such further actions, to execute, deliver and file or cause to be authorized and executed, as applicable, delivered and filed such further documents and instruments (including any UCC financing statements or this Agreement) as may be determined to be necessary, in an Opinion of Counsel to the Depositor delivered to the Indenture Trustee, in order to perfect the interests created by this Section 4.07 and otherwise fully to effectuate the purposes, terms and conditions of this Section 4.07. The Depositor shall:
(i) promptly authorize or execute, as applicable, deliver and file any financing statements, amendments, continuation statements, assignments, certificates and other documents with respect to such interests and perform all such other acts as may be necessary in order to perfect or to maintain the perfection of the Indenture Trustee’s security interest; and
(ii) make the necessary filings of financing statements or amendments thereto within thirty (30) days after the occurrence of any of the following: (A) any change in its entity name or any trade names, (B) any change in the location of its chief executive office or principal place of business or any change in its jurisdiction of formation, (C) any merger or consolidation or other change in its identity or structure and (D) any other change or occurrence that would make any financing statement or amendment thereto seriously misleading within the meaning of the UCC; and shall promptly notify the Indenture Trustee of any such filings.
Appears in 2 contracts
Samples: Trust Sale and Servicing Agreement (Capital Auto Receivables Asset Trust 2014-1), Trust Sale and Servicing Agreement (Capital Auto Receivables Asset Trust 2014-1)
Reserve Account. (a) There shall be established in the name of and maintained with the Indenture Trustee for the benefit of the Noteholders an Eligible Deposit Account known as the Ally Auto Receivables Trust 20172011-5 Reserve Account (the “Reserve Account”) to include the money and other property deposited and held therein pursuant to this Section 4.07(a) and Section 4.06(c). On the Closing Date, the Depositor shall cause the purchaser of the Notes to transfer an amount equal to the Reserve Account Deposit in immediately available funds into the Reserve Account. The Reserve Account shall constitute property of the Issuing Entity.
(b) If the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits therein or withdrawals therefrom on such Distribution Date) exceeds the Specified Reserve Account Balance for such Distribution Date, the Servicer shall instruct the Indenture Trustee to distribute an amount equal to any such excess to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis)Certificateholder; it being understood that no such distribution from the Reserve Account shall be made to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis) Certificateholder unless the amount so on deposit in the Reserve Account exceeds such Specified Reserve Account Balance.
(c) [Reserved].
(d) Each of the Depositor and Servicer agrees to take or cause to be taken such further actions, to execute, deliver and file or cause to be authorized and executed, as applicable, delivered and filed such further documents and instruments (including any UCC financing statements or this Agreement) as may be determined to be necessary, in an Opinion of Counsel to the Depositor delivered to the Indenture Trustee, in order to perfect the interests created by this Section 4.07 and otherwise fully to effectuate the purposes, terms and conditions of this Section 4.07. The Depositor shall:
(i) promptly authorize or execute, as applicable, deliver and file any financing statements, amendments, continuation statements, assignments, certificates and other documents with respect to such interests and perform all such other acts as may be necessary in order to perfect or to maintain the perfection of the Indenture Trustee’s security interest; and
(ii) make the necessary filings of financing statements or amendments thereto within thirty (30) days after the occurrence of any of the following: (A) any change in its entity name or any trade names, (B) any change in the location of its chief executive office or principal place of business or any change in its jurisdiction of formation, (C) any merger or consolidation or other change in its identity or structure and (D) any other change or occurrence that would make any financing statement or amendment thereto seriously misleading within the meaning of the UCC; and shall promptly notify the Indenture Trustee of any such filings.
Appears in 2 contracts
Samples: Servicing Agreement (Ally Auto Receivables Trust 2011-5), Servicing Agreement (Ally Auto Receivables Trust 2011-5)
Reserve Account. (a) There shall be established in the name of and maintained with the Indenture Trustee for the benefit of the Noteholders an Eligible Deposit Account known as the Ally Auto Receivables Trust 20172011-5 2 Reserve Account (the “Reserve Account”) to include the money and other property deposited and held therein pursuant to this Section 4.07(a) and Section 4.06(c). On the Closing Date, the Depositor shall cause the purchaser of the Notes to transfer an amount equal to the Reserve Account Deposit in immediately available funds into the Reserve Account. The Reserve Account shall constitute property of the Issuing Entity.
(b) If the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits therein or withdrawals therefrom on such Distribution Date) exceeds the Specified Reserve Account Balance for such Distribution Date, the Servicer shall instruct the Indenture Trustee to distribute an amount equal to any such excess to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis)Certificateholder; it being understood that no such distribution from the Reserve Account shall be made to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis) Certificateholder unless the amount so on deposit in the Reserve Account exceeds such Specified Reserve Account Balance.
(c) [Reserved].
(d) Each of the Depositor and Servicer agrees to take or cause to be taken such further actions, to execute, deliver and file or cause to be authorized and executed, as applicable, delivered and filed such further documents and instruments (including any UCC financing statements or this Agreement) as may be determined to be necessary, in an Opinion of Counsel to the Depositor delivered to the Indenture Trustee, in order to perfect the interests created by this Section 4.07 and otherwise fully to effectuate the purposes, terms and conditions of this Section 4.07. The Depositor shall:
(i) promptly authorize or execute, as applicable, deliver and file any financing statements, amendments, continuation statements, assignments, certificates and other documents with respect to such interests and perform all such other acts as may be necessary in order to perfect or to maintain the perfection of the Indenture Trustee’s security interest; and
(ii) make the necessary filings of financing statements or amendments thereto within thirty (30) days after the occurrence of any of the following: (A) any change in its entity name or any trade names, (B) any change in the location of its chief executive office or principal place of business or any change in its jurisdiction of formation, (C) any merger or consolidation or other change in its identity or structure and (D) any other change or occurrence that would make any financing statement or amendment thereto seriously misleading within the meaning of the UCC; and shall promptly notify the Indenture Trustee of any such filings.
Appears in 2 contracts
Samples: Servicing Agreement (Ally Auto Receivables Trust 2011-2), Servicing Agreement (Ally Auto Receivables Trust 2011-2)
Reserve Account. (a) There shall be established in the name of and maintained with the Indenture Trustee for the benefit of the Noteholders an Eligible Deposit Account known as the Ally Auto Receivables Trust 20172011-5 3 Reserve Account (the “Reserve Account”) to include the money and other property deposited and held therein pursuant to this Section 4.07(a) and Section 4.06(c). On the Closing Date, the Depositor shall cause the purchaser of the Notes to transfer an amount equal to the Reserve Account Deposit in immediately available funds into the Reserve Account. The Reserve Account shall constitute property of the Issuing Entity.
(b) If the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits therein or withdrawals therefrom on such Distribution Date) exceeds the Specified Reserve Account Balance for such Distribution Date, the Servicer shall instruct the Indenture Trustee to distribute an amount equal to any such excess to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis)Certificateholder; it being understood that no such distribution from the Reserve Account shall be made to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis) Certificateholder unless the amount so on deposit in the Reserve Account exceeds such Specified Reserve Account Balance.
(c) [Reserved].
(d) Each of the Depositor and Servicer agrees to take or cause to be taken such further actions, to execute, deliver and file or cause to be authorized and executed, as applicable, delivered and filed such further documents and instruments (including any UCC financing statements or this Agreement) as may be determined to be necessary, in an Opinion of Counsel to the Depositor delivered to the Indenture Trustee, in order to perfect the interests created by this Section 4.07 and otherwise fully to effectuate the purposes, terms and conditions of this Section 4.07. The Depositor shall:
(i) promptly authorize or execute, as applicable, deliver and file any financing statements, amendments, continuation statements, assignments, certificates and other documents with respect to such interests and perform all such other acts as may be necessary in order to perfect or to maintain the perfection of the Indenture Trustee’s security interest; and
(ii) make the necessary filings of financing statements or amendments thereto within thirty (30) days after the occurrence of any of the following: (A) any change in its entity name or any trade names, (B) any change in the location of its chief executive office or principal place of business or any change in its jurisdiction of formation, (C) any merger or consolidation or other change in its identity or structure and (D) any other change or occurrence that would make any financing statement or amendment thereto seriously misleading within the meaning of the UCC; and shall promptly notify the Indenture Trustee of any such filings.
Appears in 2 contracts
Samples: Servicing Agreement (Ally Auto Receivables Trust 2011-3), Servicing Agreement (Ally Auto Receivables Trust 2011-3)
Reserve Account. (a) There shall be established in the name of and maintained with the Indenture Trustee for the benefit of the Noteholders an Eligible Deposit Account known as the Ally Auto Receivables Trust 20172011-5 4 Reserve Account (the “Reserve Account”) to include the money and other property deposited and held therein pursuant to this Section 4.07(a) and Section 4.06(c). On the Closing Date, the Depositor shall cause the purchaser of the Notes to transfer an amount equal to the Reserve Account Deposit in immediately available funds into the Reserve Account. The Reserve Account shall constitute property of the Issuing Entity.
(b) If the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits therein or withdrawals therefrom on such Distribution Date) exceeds the Specified Reserve Account Balance for such Distribution Date, the Servicer shall instruct the Indenture Trustee to distribute an amount equal to any such excess to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis)Certificateholder; it being understood that no such distribution from the Reserve Account shall be made to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis) Certificateholder unless the amount so on deposit in the Reserve Account exceeds such Specified Reserve Account Balance.
(c) [Reserved].
(d) Each of the Depositor and Servicer agrees to take or cause to be taken such further actions, to execute, deliver and file or cause to be authorized and executed, as applicable, delivered and filed such further documents and instruments (including any UCC financing statements or this Agreement) as may be determined to be necessary, in an Opinion of Counsel to the Depositor delivered to the Indenture Trustee, in order to perfect the interests created by this Section 4.07 and otherwise fully to effectuate the purposes, terms and conditions of this Section 4.07. The Depositor shall:
(i) promptly authorize or execute, as applicable, deliver and file any financing statements, amendments, continuation statements, assignments, certificates and other documents with respect to such interests and perform all such other acts as may be necessary in order to perfect or to maintain the perfection of the Indenture Trustee’s security interest; and
(ii) make the necessary filings of financing statements or amendments thereto within thirty (30) days after the occurrence of any of the following: (A) any change in its entity name or any trade names, (B) any change in the location of its chief executive office or principal place of business or any change in its jurisdiction of formation, (C) any merger or consolidation or other change in its identity or structure and (D) any other change or occurrence that would make any financing statement or amendment thereto seriously misleading within the meaning of the UCC; and shall promptly notify the Indenture Trustee of any such filings.
Appears in 2 contracts
Samples: Servicing Agreement (Ally Auto Receivables Trust 2011-4), Servicing Agreement (Ally Auto Receivables Trust 2011-4)
Reserve Account. (a) There shall be established with U.S. Bank National Association, in the name of and maintained with the Indenture Trustee for the benefit of the Noteholders an Eligible Deposit Account known as the Ally Auto Receivables Trust 20172024-5 2 Reserve Account (the “Reserve Account”) to include the money and other property deposited and held therein pursuant to this Section 4.07(a) and Section 4.06(c). On the Closing Date, the Depositor shall cause the purchaser of the Notes to transfer an amount equal to the Reserve Account Deposit in immediately available funds into the Reserve Account. The Reserve Account shall constitute property of the Issuing Entity.
(b) If the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits therein or withdrawals therefrom on such Distribution Date) exceeds the Specified Reserve Account Balance for such Distribution Date, the Servicer shall instruct the Indenture Trustee to distribute an amount equal to any such excess to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis); it being understood that no such distribution from the Reserve Account shall be made to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis) unless the amount so on deposit in the Reserve Account exceeds such Specified Reserve Account Balance.
(c) [Reserved].
(d) Each of the Depositor and Servicer agrees to take or cause to be taken such further actions, to execute, deliver and file or cause to be authorized and executed, as applicable, delivered and filed such further documents and instruments (including any UCC financing statements or this Agreement) as may be determined to be necessary, in an Opinion of Counsel to the Depositor delivered to the Indenture Trustee, in order to perfect the interests created by this Section 4.07 and otherwise fully to effectuate the purposes, terms and conditions of this Section 4.07. The Depositor shall:
(i) promptly authorize or execute, as applicable, deliver and file any financing statements, amendments, continuation statements, assignments, certificates and other documents with respect to such interests and perform all such other acts as may be necessary in order to perfect or to maintain the perfection of the Indenture Trustee’s security interest; and
(ii) make the necessary filings of financing statements or amendments thereto within thirty (30) days after the occurrence of any of the following: (A) any change in its entity name or any trade names, (B) any change in the location of its chief executive office or principal place of business or any change in its jurisdiction of formation, (C) any merger or consolidation or other change in its identity or structure and (D) any other change or occurrence that would make any financing statement or amendment thereto seriously misleading within the meaning of the UCC; and shall promptly notify the Indenture Trustee of any such filings.
Appears in 2 contracts
Samples: Servicing Agreement (Ally Auto Receivables Trust 2024-2), Servicing Agreement (Ally Auto Receivables Trust 2024-2)
Reserve Account. (a) There shall be established in the name of and maintained with the Indenture Trustee for the benefit of the Noteholders an Eligible Deposit Account known as the Ally Auto Receivables Trust 20172016-5 3 Reserve Account (the “Reserve Account”) to include the money and other property deposited and held therein pursuant to this Section 4.07(a) and Section 4.06(c). On the Closing Date, the Depositor shall cause the purchaser of the Notes to transfer an amount equal to the Reserve Account Deposit in immediately available funds into the Reserve Account. The Reserve Account shall constitute property of the Issuing Entity.
(b) If the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits therein or withdrawals therefrom on such Distribution Date) exceeds the Specified Reserve Account Balance for such Distribution Date, the Servicer shall instruct the Indenture Trustee to distribute an amount equal to any such excess to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis); it being understood that no such distribution from the Reserve Account shall be made to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis) unless the amount so on deposit in the Reserve Account exceeds such Specified Reserve Account Balance.
(c) [Reserved].
(d) Each of the Depositor and Servicer agrees to take or cause to be taken such further actions, to execute, deliver and file or cause to be authorized and executed, as applicable, delivered and filed such further documents and instruments (including any UCC financing statements or this Agreement) as may be determined to be necessary, in an Opinion of Counsel to the Depositor delivered to the Indenture Trustee, in order to perfect the interests created by this Section 4.07 and otherwise fully to effectuate the purposes, terms and conditions of this Section 4.07. The Depositor shall:
(i) promptly authorize or execute, as applicable, deliver and file any financing statements, amendments, continuation statements, assignments, certificates and other documents with respect to such interests and perform all such other acts as may be necessary in order to perfect or to maintain the perfection of the Indenture Trustee’s security interest; and
(ii) make the necessary filings of financing statements or amendments thereto within thirty (30) days after the occurrence of any of the following: (A) any change in its entity name or any trade names, (B) any change in the location of its chief executive office or principal place of business or any change in its jurisdiction of formation, (C) any merger or consolidation or other change in its identity or structure and (D) any other change or occurrence that would make any financing statement or amendment thereto seriously misleading within the meaning of the UCC; and shall promptly notify the Indenture Trustee of any such filings.
Appears in 2 contracts
Samples: Servicing Agreement (Ally Auto Receivables Trust 2016-3), Servicing Agreement (Ally Auto Receivables Trust 2016-3)
Reserve Account. (a) There shall be established in the name of and maintained with the Indenture Trustee for the benefit of the Noteholders an Eligible Deposit Account known as the Ally Auto Receivables Trust 2017-5 3 Reserve Account (the “Reserve Account”) to include the money and other property deposited and held therein pursuant to this Section 4.07(a) and Section 4.06(c). On the Closing Date, the Depositor shall cause the purchaser of the Notes to transfer an amount equal to the Reserve Account Deposit in immediately available funds into the Reserve Account. The Reserve Account shall constitute property of the Issuing Entity.
(b) If the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits therein or withdrawals therefrom on such Distribution Date) exceeds the Specified Reserve Account Balance for such Distribution Date, the Servicer shall instruct the Indenture Trustee to distribute an amount equal to any such excess to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis); it being understood that no such distribution from the Reserve Account shall be made to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis) unless the amount so on deposit in the Reserve Account exceeds such Specified Reserve Account Balance.
(c) [Reserved].
(d) Each of the Depositor and Servicer agrees to take or cause to be taken such further actions, to execute, deliver and file or cause to be authorized and executed, as applicable, delivered and filed such further documents and instruments (including any UCC financing statements or this Agreement) as may be determined to be necessary, in an Opinion of Counsel to the Depositor delivered to the Indenture Trustee, in order to perfect the interests created by this Section 4.07 and otherwise fully to effectuate the purposes, terms and conditions of this Section 4.07. The Depositor shall:
(i) promptly authorize or execute, as applicable, deliver and file any financing statements, amendments, continuation statements, assignments, certificates and other documents with respect to such interests and perform all such other acts as may be necessary in order to perfect or to maintain the perfection of the Indenture Trustee’s security interest; and
(ii) make the necessary filings of financing statements or amendments thereto within thirty (30) days after the occurrence of any of the following: (A) any change in its entity name or any trade names, (B) any change in the location of its chief executive office or principal place of business or any change in its jurisdiction of formation, (C) any merger or consolidation or other change in its identity or structure and (D) any other change or occurrence that would make any financing statement or amendment thereto seriously misleading within the meaning of the UCC; and shall promptly notify the Indenture Trustee of any such filings.
Appears in 2 contracts
Samples: Servicing Agreement (Ally Auto Receivables Trust 2017-3), Servicing Agreement (Ally Auto Receivables Trust 2017-3)
Reserve Account. (a) There shall be established with U.S. Bank National Association, in the name of and maintained with the Indenture Trustee for the benefit of the Noteholders an Eligible Deposit Account known as the Ally Auto Receivables Trust 20172022-5 2 Reserve Account (the “Reserve Account”) to include the money and other property deposited and held therein pursuant to this Section 4.07(a) and Section 4.06(c). On the Closing Date, the Depositor shall cause the purchaser of the Notes to transfer an amount equal to the Reserve Account Deposit in immediately available funds into the Reserve Account. The Reserve Account shall constitute property of the Issuing Entity.
(b) If the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits therein or withdrawals therefrom on such Distribution Date) exceeds the Specified Reserve Account Balance for such Distribution Date, the Servicer shall instruct the Indenture Trustee to distribute an amount equal to any such excess to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis); it being understood that no such distribution from the Reserve Account shall be made to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis) unless the amount so on deposit in the Reserve Account exceeds such Specified Reserve Account Balance.
(c) [Reserved].
(d) Each of the Depositor and Servicer agrees to take or cause to be taken such further actions, to execute, deliver and file or cause to be authorized and executed, as applicable, delivered and filed such further documents and instruments (including any UCC financing statements or this Agreement) as may be determined to be necessary, in an Opinion of Counsel to the Depositor delivered to the Indenture Trustee, in order to perfect the interests created by this Section 4.07 and otherwise fully to effectuate the purposes, terms and conditions of this Section 4.07. The Depositor shall:
(i) promptly authorize or execute, as applicable, deliver and file any financing statements, amendments, continuation statements, assignments, certificates and other documents with respect to such interests and perform all such other acts as may be necessary in order to perfect or to maintain the perfection of the Indenture Trustee’s security interest; and
(ii) make the necessary filings of financing statements or amendments thereto within thirty (30) days after the occurrence of any of the following: (A) any change in its entity name or any trade names, (B) any change in the location of its chief executive office or principal place of business or any change in its jurisdiction of formation, (C) any merger or consolidation or other change in its identity or structure and (D) any other change or occurrence that would make any financing statement or amendment thereto seriously misleading within the meaning of the UCC; and shall promptly notify the Indenture Trustee of any such filings.
Appears in 2 contracts
Samples: Servicing Agreement (Ally Auto Receivables Trust 2022-2), Servicing Agreement (Ally Auto Receivables Trust 2022-2)
Reserve Account. (a) There shall be established in the name of and maintained with the Indenture Trustee for the benefit of the Noteholders an Eligible Deposit Account known as the Ally Auto Receivables Trust 20172018-5 1 Reserve Account (the “Reserve Account”) to include the money and other property deposited and held therein pursuant to this Section 4.07(a) and Section 4.06(c). On the Closing Date, the Depositor shall cause the purchaser of the Notes to transfer an amount equal to the Reserve Account Deposit in immediately available funds into the Reserve Account. The Reserve Account shall constitute property of the Issuing Entity.
(b) If the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits therein or withdrawals therefrom on such Distribution Date) exceeds the Specified Reserve Account Balance for such Distribution Date, the Servicer shall instruct the Indenture Trustee to distribute an amount equal to any such excess to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis); it being understood that no such distribution from the Reserve Account shall be made to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis) unless the amount so on deposit in the Reserve Account exceeds such Specified Reserve Account Balance.
(c) [Reserved].
(d) Each of the Depositor and Servicer agrees to take or cause to be taken such further actions, to execute, deliver and file or cause to be authorized and executed, as applicable, delivered and filed such further documents and instruments (including any UCC financing statements or this Agreement) as may be determined to be necessary, in an Opinion of Counsel to the Depositor delivered to the Indenture Trustee, in order to perfect the interests created by this Section 4.07 and otherwise fully to effectuate the purposes, terms and conditions of this Section 4.07. The Depositor shall:
(i) promptly authorize or execute, as applicable, deliver and file any financing statements, amendments, continuation statements, assignments, certificates and other documents with respect to such interests and perform all such other acts as may be necessary in order to perfect or to maintain the perfection of the Indenture Trustee’s security interest; and
(ii) make the necessary filings of financing statements or amendments thereto within thirty (30) days after the occurrence of any of the following: (A) any change in its entity name or any trade names, (B) any change in the location of its chief executive office or principal place of business or any change in its jurisdiction of formation, (C) any merger or consolidation or other change in its identity or structure and (D) any other change or occurrence that would make any financing statement or amendment thereto seriously misleading within the meaning of the UCC; and shall promptly notify the Indenture Trustee of any such filings.
Appears in 2 contracts
Samples: Servicing Agreement (Ally Auto Receivables Trust 2018-1), Servicing Agreement (Ally Auto Receivables Trust 2018-1)
Reserve Account. (a) There shall be established with U.S. Bank National Association, in the name of and maintained with the Indenture Trustee for the benefit of the Noteholders an Eligible Deposit Account known as the Ally Auto Receivables Trust 20172022-5 1 Reserve Account (the “Reserve Account”) to include the money and other property deposited and held therein pursuant to this Section 4.07(a) and Section 4.06(c). On the Closing Date, the Depositor shall cause the purchaser of the Notes to transfer an amount equal to the Reserve Account Deposit in immediately available funds into the Reserve Account. The Reserve Account shall constitute property of the Issuing Entity.
(b) If the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits therein or withdrawals therefrom on such Distribution Date) exceeds the Specified Reserve Account Balance for such Distribution Date, the Servicer shall instruct the Indenture Trustee to distribute an amount equal to any such excess to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis); it being understood that no such distribution from the Reserve Account shall be made to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis) unless the amount so on deposit in the Reserve Account exceeds such Specified Reserve Account Balance.
(c) [Reserved].
(d) Each of the Depositor and Servicer agrees to take or cause to be taken such further actions, to execute, deliver and file or cause to be authorized and executed, as applicable, delivered and filed such further documents and instruments (including any UCC financing statements or this Agreement) as may be determined to be necessary, in an Opinion of Counsel to the Depositor delivered to the Indenture Trustee, in order to perfect the interests created by this Section 4.07 and otherwise fully to effectuate the purposes, terms and conditions of this Section 4.07. The Depositor shall:
(i) promptly authorize or execute, as applicable, deliver and file any financing statements, amendments, continuation statements, assignments, certificates and other documents with respect to such interests and perform all such other acts as may be necessary in order to perfect or to maintain the perfection of the Indenture Trustee’s security interest; and
(ii) make the necessary filings of financing statements or amendments thereto within thirty (30) days after the occurrence of any of the following: (A) any change in its entity name or any trade names, (B) any change in the location of its chief executive office or principal place of business or any change in its jurisdiction of formation, (C) any merger or consolidation or other change in its identity or structure and (D) any other change or occurrence that would make any financing statement or amendment thereto seriously misleading within the meaning of the UCC; and shall promptly notify the Indenture Trustee of any such filings.
Appears in 2 contracts
Samples: Servicing Agreement (Ally Auto Receivables Trust 2022-1), Servicing Agreement (Ally Auto Receivables Trust 2022-1)
Reserve Account. (a) There shall be established in the name of and maintained with the Indenture Trustee for the benefit of the Noteholders an Eligible Deposit Account known as the Ally Capital Auto Receivables Asset Trust 20172006-5 1 Reserve Account (the “"Reserve Account”") to include the money and other property deposited and held therein pursuant to this Section 4.07(a), Section 4.07(e) and Section 4.06(c). On the Closing Date, the Depositor Seller shall cause the purchaser of the Notes to transfer an amount equal to deposit the Reserve Account Initial Deposit in immediately available funds into the Reserve Account. The Reserve Account shall constitute property of the Issuing EntityTrust.
(b) If the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits therein or withdrawals therefrom on such Distribution Date) exceeds the Specified Reserve Account Balance for such Distribution Date, the Servicer shall instruct the Indenture Trustee to distribute an amount equal to any such excess to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis)Certificateholder; it being understood that no such distribution from the Reserve Account shall be made to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis) Certificateholder unless the amount so on deposit in the Reserve Account exceeds such Specified Reserve Account Balance.
(c) [ReservedIntentionally Omitted].
(d) Each of the Depositor Seller and Servicer agrees agree to take or cause to be taken such further actions, to execute, deliver and file or cause to be authorized and executed, as applicable, delivered and filed such further documents and instruments (including including, without limitation, any UCC financing statements or this Agreement) as may be determined to be necessary, in an Opinion of Counsel to the Depositor Seller delivered to the Indenture Trustee, in order to perfect the interests created by this Section 4.07 and otherwise fully to effectuate the purposes, terms and conditions of this Section 4.07. The Depositor shall:
(i) promptly authorize or execute, as applicable, deliver and file any financing statements, amendments, continuation statements, assignments, certificates and other documents with respect to such interests and perform all such other acts as may be necessary in order to perfect or to maintain the perfection of the Indenture Trustee’s security interest; and
(ii) make the necessary filings of financing statements or amendments thereto within thirty (30) days after the occurrence of any of the following: (A) any change in its entity name or any trade names, (B) any change in the location of its chief executive office or principal place of business or any change in its jurisdiction of formation, (C) any merger or consolidation or other change in its identity or structure and (D) any other change or occurrence that would make any financing statement or amendment thereto seriously misleading within the meaning of the UCC; and shall promptly notify the Indenture Trustee of any such filings.Section
Appears in 1 contract
Samples: Trust Sale and Servicing Agreement (Capital Auto Receivables Asset Trust 2006-1)
Reserve Account. (a) There shall be established in the name of and maintained with the Indenture Trustee for the benefit of the Noteholders an Eligible Deposit Account known as the Ally Capital Auto Receivables Asset Trust 20172007-5 1 Reserve Account (the “Reserve Account”) to include the money and other property deposited and held therein pursuant to this Section 4.07(a), Section 4.07(e) and Section 4.06(c). On the Closing Date, the Depositor shall cause the purchaser of the Notes to transfer an amount equal to deposit the Reserve Account Deposit in immediately available funds into the Reserve Account. The Reserve Account shall constitute property of the Issuing Entity.
(b) If the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits therein or withdrawals therefrom on such Distribution Date) exceeds the Specified Reserve Account Balance for such Distribution Date, the Servicer shall instruct the Indenture Trustee to distribute an amount equal to any such excess to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis)Certificateholder; it being understood that no such distribution from the Reserve Account shall be made to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis) Certificateholder unless the amount so on deposit in the Reserve Account exceeds such Specified Reserve Account Balance.
(c) [ReservedIntentionally Omitted].
(d) Each of the Depositor and Servicer agrees agree to take or cause to be taken such further actions, to execute, deliver and file or cause to be authorized and executed, as applicable, delivered and filed such further documents and instruments (including any UCC financing statements or this Agreement) as may be determined to be necessary, in an Opinion of Counsel to the Depositor delivered to the Indenture Trustee, in order to perfect the interests created by this Section 4.07 and otherwise fully to effectuate the purposes, terms and conditions of this Section 4.07. The Depositor shall:
(i) promptly authorize or and execute, as applicable, deliver and file any financing statements, amendments, continuation statements, assignments, certificates and other documents with respect to such interests and perform all such other acts as may be necessary in order to perfect or to maintain the perfection of the Indenture Trustee’s security interest; and
(ii) make the necessary filings of financing statements or amendments thereto within thirty (30) days after the occurrence of any of the following: (A) any change in its their respective entity name names or any trade names, (B) any change in the location of its their respective chief executive office offices or principal place places of business or any change in its jurisdiction their respective jurisdictions of formation, (C) any merger or consolidation or other change in its identity their respective identities or structure structures and (D) any other change or occurrence that would make any financing statement or amendment thereto seriously misleading within the meaning of the UCC; and shall promptly notify the Indenture Trustee of any such filings.
(e) If the Servicer pursuant to Section 5.04 determines on any Determination Date that it is required to make a Monthly Advance and does not do so from its own funds, the Servicer shall instruct the Indenture Trustee to withdraw funds from the Reserve Account and deposit them in the Collection Account to cover any shortfall. Such payment shall be deemed to have been made by the Servicer pursuant to Section 5.04 for purposes of making distributions pursuant to this Agreement, but shall not otherwise satisfy the Servicer’s obligation to deliver the amount of the Monthly Advances, and the Servicer shall within two (2) Business Days replace any funds in the Reserve Account so used. The Servicer shall not be entitled to reimbursement for any such deemed Monthly Advances unless and until the Servicer shall have replaced such funds in the Reserve Account.
Appears in 1 contract
Samples: Trust Sale and Servicing Agreement (Capital Auto Receivables Asset Trust 2007-1)
Reserve Account. (a) There shall be established in the name of and maintained with the Indenture Trustee The Servicer, for the benefit of the Noteholders Securityholders, shall establish and maintain in the name of the Indenture Trustee an Eligible Deposit Account known as the Ally Auto Receivables Navistar Financial 1996-A Owner Trust 2017-5 Reserve Account (the “"Reserve Account”") to include the money and other property deposited and held therein pursuant to this Section 4.07(a) ), Section 4.07(c), and Section 4.06(c). On the Closing Date, the Depositor Seller shall cause the purchaser of the Notes to transfer an amount equal to deposit the Reserve Account Initial Deposit in immediately available funds into the Reserve Account. The Reserve Account shall constitute be the property of the Issuing EntityIssuer subject to the rights of the Indenture Trustee in the Reserve Account Property.
(b) If the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits therein or withdrawals therefrom on such Distribution Date) exceeds the Specified Reserve Account Balance for such Distribution Date, the Servicer shall instruct the Indenture Trustee to distribute an amount equal to any such excess to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 Seller. The Seller may at any time, without consent of the Trust AgreementSecurityholders, then sell, transfer, convey or assign in any manner its rights to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis); it being understood that no such distribution and interests in distributions from the Reserve Account shall be made Account, including interest earnings thereon, provided that certain conditions are satisfied, including: (i) such action will not result in a reduction or withdrawal of the rating of any class of Notes or Certificates, (ii) the Seller provides to the Certificateholders Owner Trustee and the Indenture Trustee an opinion of independent counsel that such action will not cause the Trust to be treated as an association (or if publicly traded partnership) taxable as a corporation for Federal income tax purposes, and (iii) such transferee or assignee agrees to take positions for tax purposes consistent with the Certificate Distribution Account has been established pursuant tax positions agreed to Section 5.1 of be taken by the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis) unless the amount so on deposit in the Reserve Account exceeds such Specified Reserve Account BalanceSeller.
(c) [Reserved].
(d) Each of If the Depositor Servicer, pursuant to Section 5.04, determines on any Determination Date that it is required to make a Monthly Advance and does not do so from its own funds, the Servicer agrees to take or cause to be taken such further actions, to execute, deliver and file or cause to be authorized and executed, as applicable, delivered and filed such further documents and instruments (including any UCC financing statements or this Agreement) as may be determined to be necessary, in an Opinion of Counsel to the Depositor delivered to the Indenture Trustee, in order to perfect the interests created by this Section 4.07 and otherwise fully to effectuate the purposes, terms and conditions of this Section 4.07. The Depositor shall:
(i) promptly authorize or execute, as applicable, deliver and file any financing statements, amendments, continuation statements, assignments, certificates and other documents with respect to such interests and perform all such other acts as may be necessary in order to perfect or to maintain the perfection of the Indenture Trustee’s security interest; and
(ii) make the necessary filings of financing statements or amendments thereto within thirty (30) days after the occurrence of any of the following: (A) any change in its entity name or any trade names, (B) any change in the location of its chief executive office or principal place of business or any change in its jurisdiction of formation, (C) any merger or consolidation or other change in its identity or structure and (D) any other change or occurrence that would make any financing statement or amendment thereto seriously misleading within the meaning of the UCC; and shall promptly notify instruct the Indenture Trustee to withdraw funds from the Reserve Account and deposit them in the Collection Account to cover any shortfall. Such payment shall be deemed to have been made by the Servicer pursuant to Section 5.04 for purposes of making distributions pursuant to this Agreement, but shall not otherwise satisfy the Servicer's obligation to deliver the amount of the Monthly Advances to the Collection Account, and the Servicer shall within two Business Days replace any funds in the Reserve Account so used. The Servicer shall not be entitled to reimbursement for any such filingsdeemed Monthly Advances unless and until the Servicer shall have replaced such funds in the Reserve Account.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Navistar Financial Retail Receivables Corporation)
Reserve Account. (a) There shall be established in the name of and maintained with the Indenture Trustee The Servicer, for the benefit of the Noteholders Securityholders, shall establish and maintain in the name of the Indenture Trustee an Eligible Deposit Account known as the Ally Auto Receivables Navistar Financial 1994-A Owner Trust 2017-5 Reserve Account (the “"Reserve Account”") to include the money and other property deposited and held therein pursuant to this Section 4.07(a) ), Section 4.07(c), and Section 4.06(c). On the Closing Date, the Depositor Seller shall cause the purchaser of the Notes to transfer an amount equal to deposit the Reserve Account Initial Deposit in immediately available funds into the Reserve Account. The Reserve Account shall constitute be the property of the Issuing EntityIssuer subject to the rights of the Indenture Trustee in the Reserve Account Property.
(b) If the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits therein or withdrawals therefrom on such Distribution Date) exceeds the Specified Reserve Account Balance for such Distribution Date, the Servicer shall instruct the Indenture Trustee to distribute an amount equal to any such excess to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 Seller. The Seller may at any time, without consent of the Trust AgreementSecurityholders, then sell, transfer, convey or assign in any manner its rights to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis); it being understood that no such distribution and interests in distributions from the Reserve Account shall be made Account, including interest earnings thereon, provided that certain conditions are satisfied, including: (i) such action will not result in a reduction or withdrawal of the rating of either class of the Notes or Certificates, (ii) the Seller provides to the Certificateholders Owner Trustee and the Indenture Trustee an opinion of independent counsel that such action will not cause the Trust to be treated as an association (or if publicly traded partnership) taxable as a corporation for Federal income tax purposes, and (iii) such transferee or assignee agrees to take positions for tax purposes consistent with the Certificate Distribution Account has been established pursuant tax positions agreed to Section 5.1 of be taken by the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis) unless the amount so on deposit in the Reserve Account exceeds such Specified Reserve Account BalanceSeller.
(c) [Reserved].
(d) Each of If the Depositor Servicer, pursuant to Section 5.04, determines on any Determination Date that it is required to make a Monthly Advance and does not do so from its own funds, the Servicer agrees to take or cause to be taken such further actions, to execute, deliver and file or cause to be authorized and executed, as applicable, delivered and filed such further documents and instruments (including any UCC financing statements or this Agreement) as may be determined to be necessary, in an Opinion of Counsel to the Depositor delivered to the Indenture Trustee, in order to perfect the interests created by this Section 4.07 and otherwise fully to effectuate the purposes, terms and conditions of this Section 4.07. The Depositor shall:
(i) promptly authorize or execute, as applicable, deliver and file any financing statements, amendments, continuation statements, assignments, certificates and other documents with respect to such interests and perform all such other acts as may be necessary in order to perfect or to maintain the perfection of the Indenture Trustee’s security interest; and
(ii) make the necessary filings of financing statements or amendments thereto within thirty (30) days after the occurrence of any of the following: (A) any change in its entity name or any trade names, (B) any change in the location of its chief executive office or principal place of business or any change in its jurisdiction of formation, (C) any merger or consolidation or other change in its identity or structure and (D) any other change or occurrence that would make any financing statement or amendment thereto seriously misleading within the meaning of the UCC; and shall promptly notify instruct the Indenture Trustee to withdraw funds from the Reserve Account and deposit them in the Collection Account to cover any shortfall. Such payment shall be deemed to have been made by the Servicer pursuant to Section 5.04 for purposes of making distributions pursuant to this Agreement, but shall not otherwise satisfy the Servicer's obligation to deliver the amount of the Monthly Advances to the Collection Account, and the Servicer shall within two Business Days replace any funds in the Reserve Account so used. The Servicer shall not be entitled to reimbursement for any such filingsdeemed Monthly Advances unless and until the Servicer shall have replaced such funds in the Reserve Account.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Navistar Financial Retail Receivables Corporation)
Reserve Account. (a) There shall be established in In accordance with this Indenture and the name of and maintained with Securities Account Control Agreement, the Indenture Trustee for shall, prior to the benefit of Closing Date, establish at the Noteholders an Eligible Deposit Account known Custodian a single, segregated non-interest bearing securities account designated as the Ally Auto Receivables Trust 2017-5 Reserve Account (the “Reserve Account”) to include the money and other property .” Contributions will be deposited and held therein pursuant to this Section 4.07(a) and Section 4.06(c). On the Closing Date, the Depositor shall cause the purchaser of the Notes to transfer an amount equal to into the Reserve Account Deposit and transferred to the Collection Account at the written direction of the Collateral Manager to the Trustee for a Permitted Use designated by the Collateral Manager in immediately available funds into such written direction (with notice to the Collateral Administrator). Any Holder of Subordinated Notes may notify the Issuer (which notification shall be substantially in the form of Exhibit F), the Trustee and the Collateral Manager that it proposes to (i) make contributions of cash, Eligible Investments and/or Collateral Obligations to the Issuer or (ii) in the case of a holder of Certificated Subordinated Notes or the Holders of 100% of the Aggregate Outstanding Amount of the Subordinated Notes, designate as a contribution to the Issuer all or a specified portion of Interest Proceeds that would otherwise be distributed on a Payment Date to such Holder pursuant to clause (P) of Section 11.1(a)(i) (each proposed contribution described above, a “Contribution”). Subject to the foregoing requirements, the Collateral Manager, in consultation with the applicable Holders (but in the Collateral Manager’s sole discretion), will determine (A) whether to accept any proposed Contribution and (B) the Permitted Use to which such proposed Contribution would be applied. The Collateral Manager’s determination of the Permitted Use to which such proposed Contribution will be applied (including whether such Contribution will be treated as Interest Proceeds or Principal Proceeds) shall be irrevocable and such Contribution may not be subsequently redesignated. The Collateral Manager will provide written notice of such determination to the applicable Contributor(s) (with a copy to the Trustee and the Collateral Administrator) thereof and such Contribution will be accepted by the Issuer. If such Contribution has received the written consent of the Collateral Manager (in its sole discretion), it will be deposited by the Trustee in the Reserve Account (at the direction of the Collateral Manager), and applied to the Permitted Use determined by the Collateral Manager. Amounts deposited pursuant to clause (ii) above shall be deemed to constitute payment of the amounts designated thereunder for purposes of all distributions from the Payment Account to be made on such Payment Date. Any amounts so deposited shall not increase the principal balance of the related Subordinated Notes. Any request of any Contributor under clause (ii) above shall specify the percentage(s) of the amount(s) that such Contributor is entitled to receive on the applicable Payment Date in respect of distributions pursuant to clause (P) of Section 11.1(a)(i) (such Contributor’s “Distribution Amount”) that such Contributor wishes the Trustee to deposit in the Reserve Account. The Reserve Account shall constitute property Collateral Administrator on behalf of the Issuing Entity.
(b) If the amount on deposit in the Reserve Account on any Issuer shall provide each such Contributor with an estimate of such Contributor’s Distribution Date (after giving effect to all deposits therein or withdrawals therefrom on such Distribution Date) exceeds the Specified Reserve Account Balance for such Distribution Date, the Servicer shall instruct the Indenture Trustee to distribute an amount equal Amount not later than two Business Days prior to any such excess subsequent Payment Date. No Contribution or any portion thereof shall be returned to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis); it being understood that no such distribution from the Reserve Account shall be made to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis) unless the amount so on deposit in the Reserve Account exceeds such Specified Reserve Account BalanceContributor at any time.
(c) [Reserved].
(d) Each of the Depositor and Servicer agrees to take or cause to be taken such further actions, to execute, deliver and file or cause to be authorized and executed, as applicable, delivered and filed such further documents and instruments (including any UCC financing statements or this Agreement) as may be determined to be necessary, in an Opinion of Counsel to the Depositor delivered to the Indenture Trustee, in order to perfect the interests created by this Section 4.07 and otherwise fully to effectuate the purposes, terms and conditions of this Section 4.07. The Depositor shall:
(i) promptly authorize or execute, as applicable, deliver and file any financing statements, amendments, continuation statements, assignments, certificates and other documents with respect to such interests and perform all such other acts as may be necessary in order to perfect or to maintain the perfection of the Indenture Trustee’s security interest; and
(ii) make the necessary filings of financing statements or amendments thereto within thirty (30) days after the occurrence of any of the following: (A) any change in its entity name or any trade names, (B) any change in the location of its chief executive office or principal place of business or any change in its jurisdiction of formation, (C) any merger or consolidation or other change in its identity or structure and (D) any other change or occurrence that would make any financing statement or amendment thereto seriously misleading within the meaning of the UCC; and shall promptly notify the Indenture Trustee of any such filings.
Appears in 1 contract
Reserve Account. (a) There shall be established in the name of and maintained with the Indenture Trustee for the benefit of the Noteholders an Eligible Deposit Account known as the Ally Auto Receivables Trust 201720[ ]-5 [ ] Reserve Account (the “Reserve Account”) to include the money and other property deposited and held therein pursuant to this Section 4.07(a) and Section 4.06(c). On the Closing Date, the Depositor shall cause the purchaser of the Notes to transfer an amount equal to the Reserve Account [Initial] Deposit in immediately available funds into the Reserve Account. The Reserve Account shall constitute property of the Issuing Entity.
(b) If the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits therein or withdrawals therefrom on such Distribution Date) exceeds the Specified Reserve Account Balance for such Distribution Date, the Servicer shall instruct the Indenture Trustee to distribute an amount equal to any such excess to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis); it being understood that no such distribution from the Reserve Account shall be made to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis) unless the amount so on deposit in the Reserve Account exceeds such Specified Reserve Account Balance.
(c) [Reserved].
(d) Each of the Depositor and Servicer agrees to take or cause to be taken such further actions, to execute, deliver and file or cause to be authorized and executed, as applicable, delivered and filed such further documents and instruments (including any UCC financing statements or this Agreement) as may be determined to be necessary, in an Opinion of Counsel to the Depositor delivered to the Indenture Trustee, in order to perfect the interests created by this Section 4.07 and otherwise fully to effectuate the purposes, terms and conditions of this Section 4.07. The Depositor shall:
(i) promptly authorize or execute, as applicable, deliver and file any financing statements, amendments, continuation statements, assignments, certificates and other documents with respect to such interests and perform all such other acts as may be necessary in order to perfect or to maintain the perfection of the Indenture Trustee’s security interest; and
(ii) make the necessary filings of financing statements or amendments thereto within thirty (30) days after the occurrence of any of the following: (A) any change in its entity name or any trade names, (B) any change in the location of its chief executive office or principal place of business or any change in its jurisdiction of formation, (C) any merger or consolidation or other change in its identity or structure and (D) any other change or occurrence that would make any financing statement or amendment thereto seriously misleading within the meaning of the UCC; and shall promptly notify the Indenture Trustee of any such filings.
Appears in 1 contract
Reserve Account. (a) There shall be established in the name of and maintained with the Indenture Trustee for the benefit of the Noteholders an Eligible Deposit Account known as the Ally Capital Auto Receivables Asset Trust 20172006-5 2 Reserve Account (the “Reserve Account”) to include the money and other property deposited and held therein pursuant to this Section 4.07(a), Section 4.07(e) and Section 4.06(c). On the Closing Date, the Depositor shall cause the purchaser of the Notes to transfer an amount equal to deposit the Reserve Account Deposit in immediately available funds into the Reserve Account. The Reserve Account shall constitute property of the Issuing Entity.
(b) If the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits therein or withdrawals therefrom on such Distribution Date) exceeds the Specified Reserve Account Balance for such Distribution Date, the Servicer shall instruct the Indenture Trustee to distribute an amount equal to any such excess to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis)Certificateholder; it being understood that no such distribution from the Reserve Account shall be made to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis) Certificateholder unless the amount so on deposit in the Reserve Account exceeds such Specified Reserve Account Balance.
(c) [ReservedIntentionally Omitted].
(d) Each of the Depositor and Servicer agrees agree to take or cause to be taken such further actions, to execute, deliver and file or cause to be authorized and executed, as applicable, delivered and filed such further documents and instruments (including any UCC financing statements or this Agreement) as may be determined to be necessary, in an Opinion of Counsel to the Depositor delivered to the Indenture Trustee, in order to perfect the interests created by this Section 4.07 and otherwise fully to effectuate the purposes, terms and conditions of this Section 4.07. The Depositor shall:
(i) promptly authorize or and execute, as applicable, deliver and file any financing statements, amendments, continuation statements, assignments, certificates and other documents with respect to such interests and perform all such other acts as may be necessary in order to perfect or to maintain the perfection of the Indenture Trustee’s security interest; and
(ii) make the necessary filings of financing statements or amendments thereto within thirty (30) days after the occurrence of any of the following: (A) any change in its their respective entity name names or any trade names, (B) any change in the location of its their respective chief executive office offices or principal place places of business or any change in its jurisdiction their respective jurisdictions of formation, (C) any merger or consolidation or other change in its identity their respective identities or structure structures and (D) any other change or occurrence that would make any financing statement or amendment thereto seriously misleading within the meaning of the UCC; and shall promptly notify the Indenture Trustee of any such filings.
(e) If the Servicer pursuant to Section 5.04 determines on any Determination Date that it is required to make a Monthly Advance and does not do so from its own funds, the Servicer shall instruct the Indenture Trustee to withdraw funds from the Reserve Account and deposit them in the Collection Account to cover any shortfall. Such payment shall be deemed to have been made by the Servicer pursuant to Section 5.04 for purposes of making distributions pursuant to this Agreement, but shall not otherwise satisfy the Servicer’s obligation to deliver the amount of the Monthly Advances, and the Servicer shall within two (2) Business Days replace any funds in the Reserve Account so used. The Servicer shall not be entitled to reimbursement for any such deemed Monthly Advances unless and until the Servicer shall have replaced such funds in the Reserve Account.
Appears in 1 contract
Samples: Trust Sale and Servicing Agreement (Capital Auto Receivables LLC)
Reserve Account. (a) There shall be established in the name of and maintained with the Indenture Trustee The Servicer, for the benefit of the Noteholders Securityholders, shall establish and maintain in the name of the Indenture Trustee an Eligible Deposit Account known as the Ally Auto Receivables Navistar Financial 1996-B Owner Trust 2017-5 Reserve Account (the “"Reserve Account”") to include the money and other property deposited and held therein pursuant to this Section 4.07(a) ), Section 4.07(c), and Section 4.06(c). On the Closing Date, the Depositor Seller shall cause the purchaser of the Notes to transfer an amount equal to deposit the Reserve Account Initial Deposit in immediately available funds into the Reserve Account. The Reserve Account shall constitute be the property of the Issuing EntityIssuer subject to the rights of the Indenture Trustee in the Reserve Account Property.
(b) If the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits therein or withdrawals therefrom on such Distribution Date) exceeds the Specified Reserve Account Balance for such Distribution Date, the Servicer shall instruct the Indenture Trustee to distribute an amount equal to any such excess to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 Seller. The Seller may at any time, without consent of the Trust AgreementSecurityholders, then sell, transfer, convey or assign in any manner its rights to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis); it being understood that no such distribution and interests in distributions from the Reserve Account shall be made Account, including interest earnings thereon, provided that certain conditions are satisfied, including: (i) such action will not result in a reduction or withdrawal of the rating of any class of Notes or Certificates, (ii) the Seller provides to the Certificateholders Owner Trustee and the Indenture Trustee an opinion of independent counsel that such action will not cause the Trust to be treated as an association (or if publicly traded partnership) taxable as a corporation for Federal income tax purposes, and (iii) such transferee or assignee agrees to take positions for tax purposes consistent with the Certificate Distribution Account has been established pursuant tax positions agreed to Section 5.1 of be taken by the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis) unless the amount so on deposit in the Reserve Account exceeds such Specified Reserve Account BalanceSeller.
(c) [Reserved].
(d) Each of If the Depositor Servicer, pursuant to Section 5.04, determines on any Determination Date that it is required to make a Monthly Advance and does not do so from its own funds, the Servicer agrees to take or cause to be taken such further actions, to execute, deliver and file or cause to be authorized and executed, as applicable, delivered and filed such further documents and instruments (including any UCC financing statements or this Agreement) as may be determined to be necessary, in an Opinion of Counsel to the Depositor delivered to the Indenture Trustee, in order to perfect the interests created by this Section 4.07 and otherwise fully to effectuate the purposes, terms and conditions of this Section 4.07. The Depositor shall:
(i) promptly authorize or execute, as applicable, deliver and file any financing statements, amendments, continuation statements, assignments, certificates and other documents with respect to such interests and perform all such other acts as may be necessary in order to perfect or to maintain the perfection of the Indenture Trustee’s security interest; and
(ii) make the necessary filings of financing statements or amendments thereto within thirty (30) days after the occurrence of any of the following: (A) any change in its entity name or any trade names, (B) any change in the location of its chief executive office or principal place of business or any change in its jurisdiction of formation, (C) any merger or consolidation or other change in its identity or structure and (D) any other change or occurrence that would make any financing statement or amendment thereto seriously misleading within the meaning of the UCC; and shall promptly notify instruct the Indenture Trustee to withdraw funds from the Reserve Account and deposit them in the Collection Account to cover any shortfall. Such payment shall be deemed to have been made by the Servicer pursuant to Section 5.04 for purposes of making distributions pursuant to this Agreement, but shall not otherwise satisfy the Servicer's obligation to deliver the amount of the Monthly Advances to the Collection Account, and the Servicer shall within two Business Days replace any funds in the Reserve Account so used. The Servicer shall not be entitled to reimbursement for any such filingsdeemed Monthly Advances unless and until the Servicer shall have replaced such funds in the Reserve Account.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Navistar Financial Retail Receivables Corporation)
Reserve Account. (a) There shall be established in the name of and maintained with the Indenture Trustee for the benefit of the Noteholders an Eligible Deposit Account known as the Ally Capital Auto Receivables Asset Trust 20172007-5 2 Reserve Account (the “Reserve Account”) to include the money and other property deposited and held therein pursuant to this Section 4.07(a), Section 4.07(e) and Section 4.06(c). On the Closing Date, the Depositor shall cause the purchaser of the Notes to transfer an amount equal to deposit the Reserve Account Deposit in immediately available funds into the Reserve Account. The Reserve Account shall constitute property of the Issuing Entity.
(b) If the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits therein or withdrawals therefrom on such Distribution Date) exceeds the Specified Reserve Account Balance for such Distribution Date, the Servicer shall instruct the Indenture Trustee to distribute an amount equal to any such excess to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis)Certificateholder; it being understood that no such distribution from the Reserve Account shall be made to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis) Certificateholder unless the amount so on deposit in the Reserve Account exceeds such Specified Reserve Account Balance.
(c) [ReservedIntentionally Omitted].
(d) Each of the Depositor and Servicer agrees agree to take or cause to be taken such further actions, to execute, deliver and file or cause to be authorized and executed, as applicable, delivered and filed such further documents and instruments (including any UCC financing statements or this Agreement) as may be determined to be necessary, in an Opinion of Counsel to the Depositor delivered to the Indenture Trustee, in order to perfect the interests created by this Section 4.07 and otherwise fully to effectuate the purposes, terms and conditions of this Section 4.07. The Depositor shall:
(i) promptly authorize or and execute, as applicable, deliver and file any financing statements, amendments, continuation statements, assignments, certificates and other documents with respect to such interests and perform all such other acts as may be necessary in order to perfect or to maintain the perfection of the Indenture Trustee’s security interest; and
(ii) make the necessary filings of financing statements or amendments thereto within thirty (30) days after the occurrence of any of the following: (A) any change in its their respective entity name names or any trade names, (B) any change in the location of its their respective chief executive office offices or principal place places of business or any change in its jurisdiction their respective jurisdictions of formation, (C) any merger or consolidation or other change in its identity their respective identities or structure structures and (D) any other change or occurrence that would make any financing statement or amendment thereto seriously misleading within the meaning of the UCC; and shall promptly notify the Indenture Trustee of any such filings.
(e) If the Servicer pursuant to Section 5.04 determines on any Determination Date that it is required to make a Monthly Advance and does not do so from its own funds, the Servicer shall instruct the Indenture Trustee to withdraw funds from the Reserve Account and deposit them in the Collection Account to cover any shortfall. Such payment shall be deemed to have been made by the Servicer pursuant to Section 5.04 for purposes of making distributions pursuant to this Agreement, but shall not otherwise satisfy the Servicer’s obligation to deliver the amount of the Monthly Advances, and the Servicer shall within two (2) Business Days replace any funds in the Reserve Account so used. The Servicer shall not be entitled to reimbursement for any such deemed Monthly Advances unless and until the Servicer shall have replaced such funds in the Reserve Account.
Appears in 1 contract
Samples: Trust Sale and Servicing Agreement (Capital Auto Receivables Asset Trust 2007-2)
Reserve Account. (a) There shall be established in the name of and maintained with the Indenture Trustee for the benefit of the Noteholders an Eligible Deposit Account known as the Ally Capital Auto Receivables Asset Trust 20172008-5 2 Reserve Account (the “Reserve Account”) to include the money and other property deposited and held therein pursuant to this Section 4.07(a), Section 4.07(e) and Section 4.06(c). On the Closing Date, the Depositor shall cause the purchaser of the Notes to transfer an amount equal to deposit the Reserve Account Deposit in immediately available funds into the Reserve Account. The Reserve Account shall constitute property of the Issuing Entity.
(b) If the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits therein or withdrawals therefrom on such Distribution Date) exceeds the Specified Reserve Account Balance for such Distribution Date, the Servicer shall instruct the Indenture Trustee to distribute an amount equal to any such excess to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis)Certificateholder; it being understood that no such distribution from the Reserve Account shall be made to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis) Certificateholder unless the amount so on deposit in the Reserve Account exceeds such Specified Reserve Account Balance.
(c) [ReservedIntentionally Omitted].
(d) Each of the Depositor and Servicer agrees agree to take or cause to be taken such further actions, to execute, deliver and file or cause to be authorized and executed, as applicable, delivered and filed such further documents and instruments (including any UCC financing statements or this Agreement) as may be determined to be necessary, in an Opinion of Counsel to the Depositor delivered to the Indenture Trustee, in order to perfect the interests created by this Section 4.07 and otherwise fully to effectuate the purposes, terms and conditions of this Section 4.07. The Depositor shall:
(i) promptly authorize or and execute, as applicable, deliver and file any financing statements, amendments, continuation statements, assignments, certificates and other documents with respect to such interests and perform all such other acts as may be necessary in order to perfect or to maintain the perfection of the Indenture Trustee’s security interest; and
(ii) make the necessary filings of financing statements or amendments thereto within thirty (30) days after the occurrence of any of the following: (A) any change in its their respective entity name names or any trade names, (B) any change in the location of its their respective chief executive office offices or principal place places of business or any change in its jurisdiction their respective jurisdictions of formation, (C) any merger or consolidation or other change in its identity their respective identities or structure structures and (D) any other change or occurrence that would make any financing statement or amendment thereto seriously misleading within the meaning of the UCC; and shall promptly notify the Indenture Trustee of any such filings.
(e) If the Servicer pursuant to Section 5.04 determines on any Determination Date that it is required to make a Monthly Advance and does not do so from its own funds, the Servicer shall instruct the Indenture Trustee to withdraw funds from the Reserve Account and deposit them in the Collection Account to cover any shortfall. Such payment shall be deemed to have been made by the Servicer pursuant to Section 5.04 for purposes of making distributions pursuant to this Agreement, but shall not otherwise satisfy the Servicer’s obligation to deliver the amount of the Monthly Advances, and the Servicer shall within two (2) Business Days replace any funds in the Reserve Account so used. The Servicer shall not be entitled to reimbursement for any such deemed Monthly Advances unless and until the Servicer shall have replaced such funds in the Reserve Account.
Appears in 1 contract
Samples: Trust Sale and Servicing Agreement (Capital Auto Receivables LLC)
Reserve Account. (a) There shall be established in the name of and maintained with the Indenture Trustee for the benefit of the Noteholders an Eligible Deposit Account known as the Ally Capital Auto Receivables Asset Trust 2017-5 [ ] Reserve Account (the “Reserve Account”) to include the money and other property deposited and held therein pursuant to this Section 4.07(a) and Section 4.06(c). On the [Initial] Closing Date, the Depositor shall cause the purchaser of the Notes to transfer an amount equal to deposit the Reserve Account [Initial] Deposit in immediately available funds into the Reserve Account. The Reserve Account shall constitute property of the Issuing Entity.
(b) If the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits therein or withdrawals therefrom on such Distribution Date) exceeds the Specified Reserve Account Balance for such Distribution Date, the Servicer shall instruct the Indenture Trustee to distribute an amount equal to any such excess to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis)Certificateholder; it being understood that no such distribution from the Reserve Account shall be made to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis) Certificateholder unless the amount so on deposit in the Reserve Account exceeds such Specified Reserve Account Balance.
(c) [ReservedIntentionally Omitted].
(d) Each of the Depositor and Servicer agrees to take or cause to be taken such further actions, to execute, deliver and file or cause to be authorized and executed, as applicable, delivered and filed such further documents and instruments (including any UCC financing statements or this Agreement) as may be determined to be necessary, in an Opinion of Counsel to the Depositor delivered to the Indenture Trustee, in order to perfect the interests created by this Section 4.07 and otherwise fully to effectuate the purposes, terms and conditions of this Section 4.07. The Depositor shall:
(i) promptly authorize or and execute, as applicable, deliver and file any financing statements, amendments, continuation statements, assignments, certificates and other documents with respect to such interests and perform all such other acts as may be necessary in order to perfect or to maintain the perfection of the Indenture Trustee’s security interest; and
(ii) make the necessary filings of financing statements or amendments thereto within thirty (30) days after the occurrence of any of the following: (A) any change in its entity name or any trade names, (B) any change in the location of its chief executive office or principal place of business or any change in its jurisdiction of formation, (C) any merger or consolidation or other change in its identity or structure and (D) any other change or occurrence that would make any financing statement or amendment thereto seriously misleading within the meaning of the UCC; and shall promptly notify the Indenture Trustee of any such filings.
Appears in 1 contract
Samples: Trust Sale and Servicing Agreement (Capital Auto Receivables LLC)
Reserve Account. (ai) There The Receivables Trustee shall be established establish and maintain with a Qualified Institution, in the name of and maintained with the Indenture Trustee Receivables Trustee, held on Segregated Bare Trust for the benefit of the Noteholders an Eligible Deposit Investor Beneficiary a Trust Account known as the Ally Auto Receivables Trust 2017-5 Reserve Account with such Qualified Institution (the “‘‘Reserve Account”) to include ’’), bearing a designation clearly indicating that the money and other property funds deposited and therein are held therein pursuant to this Section 4.07(a) and Section 4.06(c). On on Segregated Bare Trust for the Closing Date, the Depositor shall cause the purchaser benefit of the Notes to transfer an amount equal to Loan Note Issuer. In addition the Receivables Trustee shall establish a ledger in the Reserve Account Deposit entitled the ‘‘Series 2007-1 Reserve Account Ledger’’ and generally operate such ledger in immediately available accordance with the provisions of the Receivables Trust Deed and Servicing Agreement.
(ii) The Receivables Trustee, as trustee of the Segregated Bare Trust for the sole benefit of the Loan Note Issuer, shall possess all legal right, title and interest in all funds into on deposit from time to time in the Reserve AccountAccount and in all proceeds thereof. The Reserve Account shall constitute property be a Trust Account for the purposes of the Issuing EntityReceivables Trust Deed and Servicing Agreement and all amounts deposited in the Reserve Account to the credit of the Series 2007-1 Reserve Account Ledger therein and all investment earnings on such amounts shall be regarded as being segregated for the sole benefit of the Loan Note Issuer in respect of Series 2007-1 and identified for Class A and Class B.
(iii) If at any time the institution holding the Reserve Account ceases to be a Qualified Institution the Servicer shall notify the Receivables Trustee, and the Receivables Trustee upon being notified shall, within 10 Business Days, establish (or direct the Servicer to establish) a new Reserve Account meeting the conditions specified above with a Qualified Institution, and shall transfer any cash or any investments to such new Reserve Account.
(biv) If The Receivables Trustee, acting on the advice of the Servicer, shall (i) make withdrawals from amounts deposited in the Reserve Account standing to the credit of the Series 2007-1 Reserve Account Ledger from time to time in an amount up to the Available Reserve Account Amount at such time, for the purposes set out in this Supplement, and (ii) on each Distribution Date (from and after the Reserve Account Funding Date) prior to termination of the Series 2007-1 Reserve Account Ledger make deposits in the Reserve Account to the credit of the Series 2007-1 Reserve Account Ledger in the amounts specified in, and otherwise in accordance with, Clause 5.10(n).
(v) The Receivables Trustee at all times shall maintain (or procure the maintenance of) accurate records reflecting each transaction in the Reserve Account and the Series 2007-1 Reserve Account Ledger and in any other sub-account or ledger established therein.
(i) Funds on deposit in the Reserve Account on any Distribution Date (after giving effect standing to all deposits therein or withdrawals therefrom on such Distribution Date) exceeds the Specified credit of the Series 2007-1 Reserve Account Balance for such Distribution Date, the Servicer shall instruct the Indenture Trustee to distribute an amount equal to any such excess to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis); it being understood that no such distribution from the Reserve Account Ledger shall be made to invested by the Certificateholders (or if Receivables Trustee acting on the Certificate Distribution Account has been established pursuant to Section 5.1 advice of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis) unless the amount so on deposit in the Reserve Account exceeds such Specified Reserve Account Balance.
(c) [Reserved].
(d) Each of the Depositor and Servicer agrees to take or cause to be taken such further actions, to execute, deliver and file or cause to be authorized and executed, as applicable, delivered and filed such further documents and instruments (including any UCC financing statements or this Agreement) as may be determined to be necessary, in an Opinion of Counsel to the Depositor delivered to the Indenture Trustee, in order to perfect the interests created by this Section 4.07 and otherwise fully to effectuate the purposes, terms and conditions of this Section 4.07. The Depositor shall:
(i) promptly authorize or execute, as applicable, deliver and file any financing statements, amendments, continuation statements, assignments, certificates and other documents with respect to such interests and perform all such other acts as may be necessary in order to perfect or to maintain the perfection of the Indenture Trustee’s security interest; and
(ii) make the necessary filings of financing statements or amendments thereto within thirty (30) days after the occurrence of any of the following: (A) any change in its entity name or any trade names, (B) any change in the location of its chief executive office or principal place of business or any change in its jurisdiction of formation, (C) any merger or consolidation or other change in its identity or structure and (D) any other change or occurrence that would make any financing statement or amendment thereto seriously misleading within the meaning of the UCC; and shall promptly notify the Indenture Trustee of any such filings.the
Appears in 1 contract
Samples: Receivables Trust Deed and Servicing Agreement (Turquoise Funding I LTD)
Reserve Account. (a) There shall be established in the name of and maintained with the Indenture Trustee for the benefit of the Noteholders an Eligible Deposit Account known as the Ally Capital Auto Receivables Asset Trust 20172003-5 1 Reserve Account (the “"Reserve Account”") to include the money and other property deposited and held therein pursuant to this Section 4.07(a), Section 4.07(e) and Section 4.06(c). On the Initial Closing Date, the Depositor Seller shall cause the purchaser of the Notes to transfer an amount equal to deposit the Reserve Account Initial Deposit in immediately available funds into the Reserve Account. The Reserve Account shall constitute property of the Issuing Entity.
(b) If the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits therein or withdrawals therefrom on such Distribution Date) exceeds the Specified Reserve Account Balance for such Distribution Date, the Servicer shall instruct the Indenture Trustee to distribute an amount equal to any such excess to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis)Seller; it being understood that no such distribution from the Reserve Account shall be made to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis) Seller unless the amount so on deposit in the Reserve Account exceeds such Specified Reserve Account Balance.
(c) [Reserved]In order to provide for the payment to the Noteholders, the Certificateholders and the Servicer in accordance with Sections 4.06(c) and 4.06(d), to assure availability of the amounts maintained in the Reserve Account for the benefit of the Noteholders, the Certificateholders and the Servicer, and as security for the performance by the Seller of its obligations hereunder, the Seller on behalf of itself and its successors and assigns, hereby pledges to the Indenture Trustee and its successors and assigns, all its rights, title and interest in and to the Reserve Account Property, to have and to hold all such property, rights and privileges unto the Indenture Trustee its successors and assigns, in trust for the uses and purposes, and subject to the terms and provisions, set forth in this Section 4.07. The Indenture Trustee hereby acknowledges such transfer and accepts the trust hereunder and shall hold and distribute the Reserve Account Property in accordance with the terms and provisions of this Agreement and the other Basic Documents.
(d) Each of the Depositor Seller and Servicer agrees agree to take or cause to be taken such further actions, to execute, deliver and file or cause to be authorized and executed, as applicable, delivered and filed such further documents and instruments (including including, without limitation, any UCC financing statements or this Agreement) as may be determined to be necessary, in an Opinion of Counsel to the Depositor Seller delivered to the Indenture Trustee, in order to perfect the interests created by this Section 4.07 and otherwise fully to effectuate the purposes, terms and conditions of this Section 4.07. The Depositor shall:
(i) promptly authorize or execute, as applicable, deliver and file any financing statements, amendments, continuation statements, assignments, certificates and other documents with respect to such interests and perform all such other acts as may be necessary in order to perfect or to maintain the perfection of the Indenture Trustee’s security interest; and
(ii) make the necessary filings of financing statements or amendments thereto within thirty (30) days after the occurrence of any of the following: (A) any change in its entity name or any trade names, (B) any change in the location of its chief executive office or principal place of business or any change in its jurisdiction of formation, (C) any merger or consolidation or other change in its identity or structure and (D) any other change or occurrence that would make any financing statement or amendment thereto seriously misleading within the meaning of the UCC; and shall promptly notify the Indenture Trustee of any such filings.Section
Appears in 1 contract
Samples: Trust Sale and Servicing Agreement (Capital Auto Receivables Inc)
Reserve Account. (a) There shall be established in the name of and maintained with the Indenture Trustee The Servicer, for the benefit of the Noteholders Securityholders, shall establish and maintain in the name of the Indenture Trustee an Eligible Deposit Account known as the Ally Auto Receivables Navistar Financial 1994-B Owner Trust 2017-5 Reserve Account (the “"Reserve Account”") to include the money and other property deposited and held therein pursuant to this Section 4.07(a) ), Section 4.07(c), and Section 4.06(c). On the Closing Date, the Depositor Seller shall cause the purchaser of the Notes to transfer an amount equal to deposit the Reserve Account Initial Deposit in immediately available funds into the Reserve Account. The Reserve Account shall constitute be the property of the Issuing EntityIssuer subject to the rights of the Indenture Trustee in the Reserve Account Property.
(b) If the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits therein or withdrawals therefrom on such Distribution Date) exceeds the Specified Reserve Account Balance for such Distribution Date, the Servicer shall instruct the Indenture Trustee to distribute an amount equal to any such excess to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 Seller. The Seller may at any time, without consent of the Trust AgreementSecurityholders, then sell, transfer, convey or assign in any manner its rights to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis); it being understood that no such distribution and interests in distributions from the Reserve Account shall be made Account, including interest earnings thereon, provided that certain conditions are satisfied, including: (i) such action will not result in a reduction or withdrawal of the rating of any class of Notes or Certificates, (ii) the Seller provides to the Certificateholders Owner Trustee and the Indenture Trustee an opinion of independent counsel that such action will not cause the Trust to be treated as an association (or if publicly traded partnership) taxable as a corporation for Federal income tax purposes, and (iii) such transferee or assignee agrees to take positions for tax purposes consistent with the Certificate Distribution Account has been established pursuant tax positions agreed to Section 5.1 of be taken by the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis) unless the amount so on deposit in the Reserve Account exceeds such Specified Reserve Account BalanceSeller.
(c) [Reserved].
(d) Each of If the Depositor Servicer, pursuant to Section 5.04, determines on any Determination Date that it is required to make a Monthly Advance and does not do so from its own funds, the Servicer agrees to take or cause to be taken such further actions, to execute, deliver and file or cause to be authorized and executed, as applicable, delivered and filed such further documents and instruments (including any UCC financing statements or this Agreement) as may be determined to be necessary, in an Opinion of Counsel to the Depositor delivered to the Indenture Trustee, in order to perfect the interests created by this Section 4.07 and otherwise fully to effectuate the purposes, terms and conditions of this Section 4.07. The Depositor shall:
(i) promptly authorize or execute, as applicable, deliver and file any financing statements, amendments, continuation statements, assignments, certificates and other documents with respect to such interests and perform all such other acts as may be necessary in order to perfect or to maintain the perfection of the Indenture Trustee’s security interest; and
(ii) make the necessary filings of financing statements or amendments thereto within thirty (30) days after the occurrence of any of the following: (A) any change in its entity name or any trade names, (B) any change in the location of its chief executive office or principal place of business or any change in its jurisdiction of formation, (C) any merger or consolidation or other change in its identity or structure and (D) any other change or occurrence that would make any financing statement or amendment thereto seriously misleading within the meaning of the UCC; and shall promptly notify instruct the Indenture Trustee to withdraw funds from the Reserve Account and deposit them in the Collection Account to cover any shortfall. Such payment shall be deemed to have been made by the Servicer pursuant to Section 5.04 for purposes of making distributions pursuant to this Agreement, but shall not otherwise satisfy the Servicer's obligation to deliver the amount of the Monthly Advances to the Collection Account, and the Servicer shall within two Business Days replace any funds in the Reserve Account so used. The Servicer shall not be entitled to reimbursement for any such filingsdeemed Monthly Advances unless and until the Servicer shall have replaced such funds in the Reserve Account.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Navistar Financial Retail Receivables Corporation)
Reserve Account. (a) There shall be established in the name of and maintained with the Indenture Trustee for the benefit of the Noteholders an Eligible Deposit Account known as the Ally Capital Auto Receivables Asset Trust 20172007-5 3 Reserve Account (the “Reserve Account”) to include the money and other property deposited and held therein pursuant to this Section 4.07(a), Section 4.07(e) and Section 4.06(c). On the Closing Date, the Depositor shall cause the purchaser of the Notes to transfer an amount equal to deposit the Reserve Account Deposit in immediately available funds into the Reserve Account. The Reserve Account shall constitute property of the Issuing Entity.
(b) If the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits therein or withdrawals therefrom on such Distribution Date) exceeds the Specified Reserve Account Balance for such Distribution Date, the Servicer shall instruct the Indenture Trustee to distribute an amount equal to any such excess to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis)Certificateholder; it being understood that no such distribution from the Reserve Account shall be made to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis) Certificateholder unless the amount so on deposit in the Reserve Account exceeds such Specified Reserve Account Balance.
(c) [ReservedIntentionally Omitted].
(d) Each of the Depositor and Servicer agrees agree to take or cause to be taken such further actions, to execute, deliver and file or cause to be authorized and executed, as applicable, delivered and filed such further documents and instruments (including any UCC financing statements or this Agreement) as may be determined to be necessary, in an Opinion of Counsel to the Depositor delivered to the Indenture Trustee, in order to perfect the interests created by this Section 4.07 and otherwise fully to effectuate the purposes, terms and conditions of this Section 4.07. The Depositor shall:
(i) promptly authorize or and execute, as applicable, deliver and file any financing statements, amendments, continuation statements, assignments, certificates and other documents with respect to such interests and perform all such other acts as may be necessary in order to perfect or to maintain the perfection of the Indenture Trustee’s security interest; and
(ii) make the necessary filings of financing statements or amendments thereto within thirty (30) days after the occurrence of any of the following: (A) any change in its their respective entity name names or any trade names, (B) any change in the location of its their respective chief executive office offices or principal place places of business or any change in its jurisdiction their respective jurisdictions of formation, (C) any merger or consolidation or other change in its identity their respective identities or structure structures and (D) any other change or occurrence that would make any financing statement or amendment thereto seriously misleading within the meaning of the UCC; and shall promptly notify the Indenture Trustee of any such filings.
(e) If the Servicer pursuant to Section 5.04 determines on any Determination Date that it is required to make a Monthly Advance and does not do so from its own funds, the Servicer shall instruct the Indenture Trustee to withdraw funds from the Reserve Account and deposit them in the Collection Account to cover any shortfall. Such payment shall be deemed to have been made by the Servicer pursuant to Section 5.04 for purposes of making distributions pursuant to this Agreement, but shall not otherwise satisfy the Servicer’s obligation to deliver the amount of the Monthly Advances, and the Servicer shall within two (2) Business Days replace any funds in the Reserve Account so used. The Servicer shall not be entitled to reimbursement for any such deemed Monthly Advances unless and until the Servicer shall have replaced such funds in the Reserve Account.
Appears in 1 contract
Samples: Trust Sale and Servicing Agreement (Capital Auto Receivables Asset Trust 2007-3)
Reserve Account. (a) There The Trustee shall, on or prior to the Closing Date, establish at the Custodian a segregated securities account which shall be established held in the name of and maintained with the Indenture Trustee as Entitlement Holder in trust for the benefit of the Noteholders an Eligible Deposit Account known Secured Parties, which shall be designated as the Ally Auto Receivables Trust 2017-5 Reserve Account (the “Reserve Account”) to include , which shall be maintained by the money and other property deposited and held therein pursuant to this Section 4.07(a) and Section 4.06(c)Issuer with the Custodian in accordance with the Account Control Agreement. On the Closing Date, the Depositor The Trustee shall cause the purchaser of the Notes to transfer an amount equal to immediately upon receipt deposit in the Reserve Account Deposit all funds and property designated in immediately available funds into this Indenture for deposit in the Reserve Account, including:
(A) all proceeds from the issuance of Additional Notes;
(B) from the Contribution Account, all Contributions to the extent the Collateral Manager, by Issuer Order, directs that such Contributions be deposited in the Reserve Account to be available to fund Additional Fundings;
(C) all amounts received from the Seller under the Master Purchase Agreement in respect of a Reverse Participated Collateral Obligation that is a Delayed Draw Collateral Obligation to fund the Seller’s obligations in respect of Additional Fundings;
(D) all amounts received from the applicable participant under any Participation Agreement in respect of a Participated Collateral Obligation that is a Delayed Draw Collateral Obligation to fund such participant’s obligations in respect of Additional Fundings; and
(E) amounts required to be deposited in the Reserve Account pursuant to the Priority of Payments. The only permitted withdrawals from or application of funds or property on deposit in the Reserve Account shall constitute property of the Issuing Entity.be:
(bA) If by Issuer Order, to fund Additional Fundings on Delayed Draw Collateral Obligations (or to transmit such funds to the account of an Issuer Subsidiary for the purpose of funding Additional Fundings on Delayed Draw Obligations held by such Issuer Subsidiary; provided that such funds shall promptly be withdrawn from such account to fund such Additional Fundings);
(B) upon the disposition of a Delayed Draw Collateral Obligation or the occurrence of any other event that reduces the Unfunded Amount, if after giving thereto, the aggregate amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits therein or withdrawals therefrom on such Distribution Date) exceeds the Specified Reserve Unfunded Amount (less, for each Reverse Participated Collateral Obligation or Participated Collateral Obligation that is a Delayed Draw Collateral Obligation at such time, the portion of the unfunded amount thereof that is subject, as applicable, to the related Reverse Participation held by the Seller or the related Participation Interest held by any Person other than the Issuer), then the excess may, by Issuer Order, be remitted to the Collection Account Balance for such Distribution as Collateral Principal Collections; and
(C) on the final Payment Date, the Servicer shall instruct the Indenture Trustee to distribute an amount equal to any such excess to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis); it being understood that no such distribution from the Reserve Account shall be made to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis) unless the amount so aggregate balance on deposit in the Reserve Account exceeds such Specified shall be remitted to the Collection Account as Collateral Principal Collections. Amounts in the Reserve Account Balance.
(c) [Reserved].
(d) Each of the Depositor and Servicer agrees shall be reinvested pursuant to take or cause to be taken such further actions, to execute, deliver and file or cause to be authorized and executed, as applicable, delivered and filed such further documents and instruments (including any UCC financing statements or this Agreement) as may be determined to be necessary, in an Opinion of Counsel to the Depositor delivered to the Indenture Trustee, in order to perfect the interests created by this Section 4.07 and otherwise fully to effectuate the purposes, terms and conditions of this Section 4.0710.5(a). The Depositor shall:
(i) promptly authorize or execute, as applicable, deliver and file any financing statements, amendments, continuation statements, assignments, certificates and other documents with respect to such interests and perform all such other acts as may be necessary in order to perfect or to maintain the perfection of the Indenture Trustee’s security interest; and
(ii) make the necessary filings of financing statements or amendments thereto within thirty (30) days after the occurrence of any of the following: (A) any change in its entity name or any trade names, (B) any change Any income earned on amounts deposited in the location of its chief executive office or principal place of business or any change Reserve Account shall be deposited in its jurisdiction of formation, (C) any merger or consolidation or other change in its identity or structure and (D) any other change or occurrence that would make any financing statement or amendment thereto seriously misleading within the meaning of the UCC; and shall promptly notify the Indenture Trustee of any such filingsInterest Collection Account as Collateral Interest Collections.
Appears in 1 contract
Reserve Account. (a) There shall be established in the name of and maintained with the Indenture Trustee for the benefit of the Noteholders an Eligible Deposit Account known as the Ally Auto Receivables Trust 2017-5 20 - Reserve Account (the “Reserve Account”) to include the money and other property deposited and held therein pursuant to this Section 4.07(a) and Section 4.06(c). On the [Initial] Closing Date, the Depositor shall cause the purchaser of the Notes to transfer an amount equal to deposit the Reserve Account [Initial] Deposit in immediately available funds into the Reserve Account. The Reserve Account shall constitute property of the Issuing Entity.
(b) If the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits therein or withdrawals therefrom on such Distribution Date) exceeds the Specified Reserve Account Balance for such Distribution Date, the Servicer shall instruct the Indenture Trustee to distribute an amount equal to any such excess to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis)Certificateholder; it being understood that no such distribution from the Reserve Account shall be made to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis) Certificateholder unless the amount so on deposit in the Reserve Account exceeds such Specified Reserve Account Balance.
(c) [Reserved].
(d) Each of the Depositor and Servicer agrees agree to take or cause to be taken such further actions, to execute, deliver and file or cause to be authorized and executed, as applicable, delivered and filed such further documents and instruments (including any UCC financing statements or this Agreement) as may be determined to be necessary, in an Opinion of Counsel to the Depositor delivered to the Indenture Trustee, in order to perfect the interests created by this Section 4.07 and otherwise fully to effectuate the purposes, terms and conditions of this Section 4.07. The Depositor shall:
(i) promptly authorize or and execute, as applicable, deliver and file any financing statements, amendments, continuation statements, assignments, certificates and other documents with respect to such interests and perform all such other acts as may be necessary in order to perfect or to maintain the perfection of the Indenture Trustee’s security interest; and
(ii) make the necessary filings of financing statements or amendments thereto within thirty (30) days after the occurrence of any of the following: (A) any change in its their respective entity name names or any trade names, (B) any change in the location of its their respective chief executive office offices or principal place places of business or any change in its jurisdiction their respective jurisdictions of formation, (C) any merger or consolidation or other change in its identity their respective identities or structure structures and (D) any other change or occurrence that would make any financing statement or amendment thereto seriously misleading within the meaning of the UCC; and shall promptly notify the Indenture Trustee of any such filings.
Appears in 1 contract
Samples: Trust Sale and Servicing Agreement (Ally Auto Assets LLC)
Reserve Account. (a) There shall be established in the name of and maintained with the Indenture Trustee for the benefit of the Noteholders an Eligible Deposit Account known as the Ally Capital Auto Receivables Asset Trust 20172008-5 1 Reserve Account (the “Reserve Account”) to include the money and other property deposited and held therein pursuant to this Section 4.07(a), Section 4.07(e) and Section 4.06(c). On the Closing Date, the Depositor shall cause the purchaser of the Notes to transfer an amount equal to deposit the Reserve Account Deposit in immediately available funds into the Reserve Account. The Reserve Account shall constitute property of the Issuing Entity.
(b) If the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits therein or withdrawals therefrom on such Distribution Date) exceeds the Specified Reserve Account Balance for such Distribution Date, the Servicer shall instruct the Indenture Trustee to distribute an amount equal to any such excess to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis)Certificateholder; it being understood that no such distribution from the Reserve Account shall be made to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis) Certificateholder unless the amount so on deposit in the Reserve Account exceeds such Specified Reserve Account Balance.
(c) [ReservedIntentionally Omitted].
(d) Each of the Depositor and Servicer agrees agree to take or cause to be taken such further actions, to execute, deliver and file or cause to be authorized and executed, as applicable, delivered and filed such further documents and instruments (including any UCC financing statements or this Agreement) as may be determined to be necessary, in an Opinion of Counsel to the Depositor delivered to the Indenture Trustee, in order to perfect the interests created by this Section 4.07 and otherwise fully to effectuate the purposes, terms and conditions of this Section 4.07. The Depositor shall:
(i) promptly authorize or and execute, as applicable, deliver and file any financing statements, amendments, continuation statements, assignments, certificates and other documents with respect to such interests and perform all such other acts as may be necessary in order to perfect or to maintain the perfection of the Indenture Trustee’s security interest; and
(ii) make the necessary filings of financing statements or amendments thereto within thirty (30) days after the occurrence of any of the following: (A) any change in its their respective entity name names or any trade names, (B) any change in the location of its their respective chief executive office offices or principal place places of business or any change in its jurisdiction their respective jurisdictions of formation, (C) any merger or consolidation or other change in its identity their respective identities or structure structures and (D) any other change or occurrence that would make any financing statement or amendment thereto seriously misleading within the meaning of the UCC; and shall promptly notify the Indenture Trustee of any such filings.
(e) If the Servicer pursuant to Section 5.04 determines on any Determination Date that it is required to make a Monthly Advance and does not do so from its own funds, the Servicer shall instruct the Indenture Trustee to withdraw funds from the Reserve Account and deposit them in the Collection Account to cover any shortfall. Such payment shall be deemed to have been made by the Servicer pursuant to Section 5.04 for purposes of making distributions pursuant to this Agreement, but shall not otherwise satisfy the Servicer’s obligation to deliver the amount of the Monthly Advances, and the Servicer shall within two (2) Business Days replace any funds in the Reserve Account so used. The Servicer shall not be entitled to reimbursement for any such deemed Monthly Advances unless and until the Servicer shall have replaced such funds in the Reserve Account.
Appears in 1 contract
Samples: Trust Sale and Servicing Agreement (Capital Auto Receivables Asset Trust 2008-1)
Reserve Account. (a) There shall be established in the name of and maintained with the Indenture Trustee The Servicer, for the benefit of the Noteholders Securityholders, shall establish and maintain in the name of the Indenture Trustee an Eligible Deposit Account known as the Ally Auto Receivables Navistar Financial 1994-C Owner Trust 2017-5 Reserve Account (the “"Reserve Account”") to include the money and other property deposited and held therein pursuant to this Section 4.07(a) ), Section 4.07(c), and Section 4.06(c). On the Closing Date, the Depositor Seller shall cause the purchaser of the Notes to transfer an amount equal to deposit the Reserve Account Initial Deposit in immediately available funds into the Reserve Account. The Reserve Account shall constitute be the property of the Issuing EntityIssuer subject to the rights of the Indenture Trustee in the Reserve Account Property.
(b) If the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits therein or withdrawals therefrom on such Distribution Date) exceeds the Specified Reserve Account Balance for such Distribution Date, the Servicer shall instruct the Indenture Trustee to distribute an amount equal to any such excess to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 Seller. The Seller may at any time, without consent of the Trust AgreementSecurityholders, then sell, transfer, convey or assign in any manner its rights to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis); it being understood that no such distribution and interests in distributions from the Reserve Account shall be made Account, including interest earnings thereon, provided that certain conditions are satisfied, including: (i) such action will not result in a reduction or withdrawal of the rating of any class of Notes or Certificates, (ii) the Seller provides to the Certificateholders Owner Trustee and the Indenture Trustee an opinion of independent counsel that such action will not cause the Trust to be treated as an association (or if publicly traded partnership) taxable as a corporation for Federal income tax purposes, and (iii) such transferee or assignee agrees to take positions for tax purposes consistent with the Certificate Distribution Account has been established pursuant tax positions agreed to Section 5.1 of be taken by the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis) unless the amount so on deposit in the Reserve Account exceeds such Specified Reserve Account BalanceSeller.
(c) [Reserved].
(d) Each of If the Depositor Servicer, pursuant to Section 5.04, determines on any Determination Date that it is required to make a Monthly Advance and does not do so from its own funds, the Servicer agrees to take or cause to be taken such further actions, to execute, deliver and file or cause to be authorized and executed, as applicable, delivered and filed such further documents and instruments (including any UCC financing statements or this Agreement) as may be determined to be necessary, in an Opinion of Counsel to the Depositor delivered to the Indenture Trustee, in order to perfect the interests created by this Section 4.07 and otherwise fully to effectuate the purposes, terms and conditions of this Section 4.07. The Depositor shall:
(i) promptly authorize or execute, as applicable, deliver and file any financing statements, amendments, continuation statements, assignments, certificates and other documents with respect to such interests and perform all such other acts as may be necessary in order to perfect or to maintain the perfection of the Indenture Trustee’s security interest; and
(ii) make the necessary filings of financing statements or amendments thereto within thirty (30) days after the occurrence of any of the following: (A) any change in its entity name or any trade names, (B) any change in the location of its chief executive office or principal place of business or any change in its jurisdiction of formation, (C) any merger or consolidation or other change in its identity or structure and (D) any other change or occurrence that would make any financing statement or amendment thereto seriously misleading within the meaning of the UCC; and shall promptly notify instruct the Indenture Trustee to withdraw funds from the Reserve Account and deposit them in the Collection Account to cover any shortfall. Such payment shall be deemed to have been made by the Servicer pursuant to Section 5.04 for purposes of making distributions pursuant to this Agreement, but shall not otherwise satisfy the Servicer's obligation to deliver the amount of the Monthly Advances to the Collection Account, and the Servicer shall within two Business Days replace any funds in the Reserve Account so used. The Servicer shall not be entitled to reimbursement for any such filingsdeemed Monthly Advances unless and until the Servicer shall have replaced such funds in the Reserve Account.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Navistar Financial Retail Receivables Corporation)
Reserve Account. (a) There shall be established in the name of and maintained with the Indenture Trustee for the benefit of the Noteholders an Eligible Deposit Account known as the Ally Capital Auto Receivables Asset Trust 2017-5 [ ] Reserve Account (the “Reserve Account”) to include the money and other property deposited and held therein pursuant to this Section 4.07(a), Section 4.07(e) and Section 4.06(c). On the [Initial] Closing Date, the Depositor shall cause the purchaser of the Notes to transfer an amount equal to deposit the Reserve Account [Initial] Deposit in immediately available funds into the Reserve Account. The Reserve Account shall constitute property of the Issuing Entity.
(b) If the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits therein or withdrawals therefrom on such Distribution Date) exceeds the Specified Reserve Account Balance for such Distribution Date, the Servicer shall instruct the Indenture Trustee to distribute an amount equal to any such excess to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis)Certificateholder; it being understood that no such distribution from the Reserve Account shall be made to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis) Certificateholder unless the amount so on deposit in the Reserve Account exceeds such Specified Reserve Account Balance.
(c) [ReservedIntentionally Omitted].
(d) Each of the Depositor and Servicer agrees agree to take or cause to be taken such further actions, to execute, deliver and file or cause to be authorized and executed, as applicable, delivered and filed such further documents and instruments (including any UCC financing statements or this Agreement) as may be determined to be necessary, in an Opinion of Counsel to the Depositor delivered to the Indenture Trustee, in order to perfect the interests created by this Section 4.07 and otherwise fully to effectuate the purposes, terms and conditions of this Section 4.07. The Depositor shall:
(i) promptly authorize or and execute, as applicable, deliver and file any financing statements, amendments, continuation statements, assignments, certificates and other documents with respect to such interests and perform all such other acts as may be necessary in order to perfect or to maintain the perfection of the Indenture Trustee’s security interest; and
(ii) make the necessary filings of financing statements or amendments thereto within thirty (30) days after the occurrence of any of the following: (A) any change in its their respective entity name names or any trade names, (B) any change in the location of its their respective chief executive office offices or principal place places of business or any change in its jurisdiction their respective jurisdictions of formation, (C) any merger or consolidation or other change in its identity their respective identities or structure structures and (D) any other change or occurrence that would make any financing statement or amendment thereto seriously misleading within the meaning of the UCC; and shall promptly notify the Indenture Trustee of any such filings.
(e) If the Servicer pursuant to Section 5.04 determines on any Determination Date that it is required to make a Monthly Advance and does not do so from its own funds, the Servicer shall instruct the Indenture Trustee to withdraw funds from the Reserve Account and deposit them in the Collection Account to cover any shortfall. Such payment shall be deemed to have been made by the Servicer pursuant to Section 5.04 for purposes of making distributions pursuant to this Agreement, but shall not otherwise satisfy the Servicer’s obligation to deliver the amount of the Monthly Advances, and the Servicer shall within two (2) Business Days replace any funds in the Reserve Account so used. The Servicer shall not be entitled to reimbursement for any such deemed Monthly Advances unless and until the Servicer shall have replaced such funds in the Reserve Account.
Appears in 1 contract
Samples: Trust Sale and Servicing Agreement (Capital Auto Receivables LLC)
Reserve Account. (a) There shall be established in the name of and maintained with the Indenture Trustee for the benefit of the Noteholders an Eligible Deposit Account known as the Ally Capital Auto Receivables Asset Trust 20172007-5 4 Reserve Account (the “Reserve Account”) to include the money and other property deposited and held therein pursuant to this Section 4.07(a), Section 4.07(e) and Section 4.06(c). On the Closing Date, the Depositor shall cause the purchaser of the Notes to transfer an amount equal to deposit the Reserve Account Deposit in immediately available funds into the Reserve Account. The Reserve Account shall constitute property of the Issuing Entity.
(b) If the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits therein or withdrawals therefrom on such Distribution Date) exceeds the Specified Reserve Account Balance for such Distribution Date, the Servicer shall instruct the Indenture Trustee to distribute an amount equal to any such excess to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis)Certificateholder; it being understood that no such distribution from the Reserve Account shall be made to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis) Certificateholder unless the amount so on deposit in the Reserve Account exceeds such Specified Reserve Account Balance.
(c) [ReservedIntentionally Omitted].
(d) Each of the Depositor and Servicer agrees agree to take or cause to be taken such further actions, to execute, deliver and file or cause to be authorized and executed, as applicable, delivered and filed such further documents and instruments (including any UCC financing statements or this Agreement) as may be determined to be necessary, in an Opinion of Counsel to the Depositor delivered to the Indenture Trustee, in order to perfect the interests created by this Section 4.07 and otherwise fully to effectuate the purposes, terms and conditions of this Section 4.07. The Depositor shall:
(i) promptly authorize or and execute, as applicable, deliver and file any financing statements, amendments, continuation statements, assignments, certificates and other documents with respect to such interests and perform all such other acts as may be necessary in order to perfect or to maintain the perfection of the Indenture Trustee’s security interest; and
(ii) make the necessary filings of financing statements or amendments thereto within thirty (30) days after the occurrence of any of the following: (A) any change in its their respective entity name names or any trade names, (B) any change in the location of its their respective chief executive office offices or principal place places of business or any change in its jurisdiction their respective jurisdictions of formation, (C) any merger or consolidation or other change in its identity their respective identities or structure structures and (D) any other change or occurrence that would make any financing statement or amendment thereto seriously misleading within the meaning of the UCC; and shall promptly notify the Indenture Trustee of any such filings.
(e) If the Servicer pursuant to Section 5.04 determines on any Determination Date that it is required to make a Monthly Advance and does not do so from its own funds, the Servicer shall instruct the Indenture Trustee to withdraw funds from the Reserve Account and deposit them in the Collection Account to cover any shortfall. Such payment shall be deemed to have been made by the Servicer pursuant to Section 5.04 for purposes of making distributions pursuant to this Agreement, but shall not otherwise satisfy the Servicer’s obligation to deliver the amount of the Monthly Advances, and the Servicer shall within two (2) Business Days replace any funds in the Reserve Account so used. The Servicer shall not be entitled to reimbursement for any such deemed Monthly Advances unless and until the Servicer shall have replaced such funds in the Reserve Account.
Appears in 1 contract
Samples: Trust Sale and Servicing Agreement (Capital Auto Receivables LLC)